UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-9044 (Duke Realty Corporation) 0-20625 (Duke Realty Limited Partnership)

DUKE REALTY CORPORATION

DUKE REALTY LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(Duke Realty Corporation)

35-1740409

(Duke Realty Corporation)

Indiana

(Duke Realty Limited Partnership)

35-1898425

(Duke Realty Limited Partnership)

(State or Other Jurisdiction
of Incorporation or Organization)

(I.R.S. Employer
Identification Number)

8711 River Crossing Boulevard

Indianapolis,

Indiana

46240

(Address of Principal Executive Offices)

(Zip Code)

Registrant's Telephone Number, Including Area Code:


(317)			808-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading ~~Symbols~~Symbol(s)

Name of Exchange on Which Registered

Duke Realty Corporation

Common Stock, $0.01 par value

DRE

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Duke Realty Corporation

Yes

☒

No ☐

Duke Realty Limited Partnership

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Duke Realty Corporation

Yes

☒

No ☐

Duke Realty Limited Partnership

Yes ☒

No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Duke Realty Corporation:

Large accelerated filer

☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

Duke Realty Limited Partnership:

Large accelerated filer

☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Duke Realty Corporation

Yes

☐

No ☒

Duke Realty Limited Partnership

Yes ☐

No ☒

The number of shares of Duke Realty Corporation's common stock outstanding at ~~July 29,~~October 27, 2020 ~~was 370,561,785.~~was 371,951,171.

EXPLANATORY NOTE

This report (the "Report") combines the quarterly reports on Form 10-Q for the period ended ~~June~~September 30, 2020 of both Duke Realty Corporation and Duke Realty Limited Partnership. Unless stated otherwise or the context otherwise requires, references to "Duke Realty Corporation" or the "General Partner" mean Duke Realty Corporation and its consolidated subsidiaries, and references to the "Partnership" mean Duke Realty Limited Partnership and its consolidated subsidiaries. The terms the "Company," "we," "us" and "our" refer to the General Partner and the Partnership, collectively, and those entities owned or controlled by the General Partner and/or the Partnership.

Duke Realty Corporation is a self-administered and self-managed real estate investment trust ("REIT") and is the sole general partner of the Partnership, owning approximately 99.1% of the common partnership interests of the Partnership ("General Partner Units") as of ~~June~~September 30, 2020. The remaining 0.9% of the common partnership interests ("Limited Partner Units" and, together with the General Partner Units, the "Common Units") are owned by limited partners. As the sole general partner of the Partnership, the General Partner has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Partnership.

The General Partner and the Partnership are operated as one enterprise. The management of the General Partner consists of the same members as the management of the Partnership. As the sole general partner with control of the Partnership, the General Partner consolidates the Partnership for financial reporting purposes, and the General Partner does not have any significant assets other than its investment in the Partnership. Therefore, the assets and liabilities of the General Partner and the Partnership are substantially the same.

We believe combining the quarterly reports on Form 10-Q of the General Partner and the Partnership into this single report results in the following benefits:

•enhances investors' understanding of the General Partner and the Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation of information since a substantial portion of the Company's disclosure applies to both the General Partner and the Partnership; and

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We believe it is important to understand the few differences between the General Partner and the Partnership in the context of how we operate as an interrelated consolidated company. The General Partner's only material asset is its ownership of partnership interests in the Partnership. As a result, the General Partner does not conduct business itself, other than acting as the sole general partner of the Partnership and issuing public equity from time to time. The General Partner does not issue any indebtedness, but does guarantee some of the unsecured debt of the Partnership. The Partnership holds substantially all the assets of the business, directly or indirectly, and holds the ownership interests related to certain of the Company's investments. The Partnership conducts the operations of the business and has no publicly traded equity. Except for net proceeds from equity issuances by the General Partner, which are contributed to the Partnership in exchange for General Partner Units or Preferred Units, the Partnership generates the capital required by the business through its operations, its incurrence of indebtedness and the issuance of Limited Partner Units to third parties.

Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the consolidated financial statements of the General Partner and those of the Partnership. The noncontrolling interests in the Partnership's financial statements include the interests in consolidated investees not wholly owned by the Partnership. The noncontrolling interests in the General Partner's financial statements include the same noncontrolling interests at the Partnership level, as well as the common limited partnership interests in the Partnership, which are accounted for as partners' capital by the Partnership.

In order to highlight the differences between the General Partner and the Partnership, there are separate sections in this report, as applicable, that separately discuss the General Partner and the Partnership, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the General Partner and the Partnership, this report refers to actions or holdings as being actions or holdings of the collective Company.

DUKE REALTY CORPORATION/DUKE REALTY LIMITED PARTNERSHIP

INDEX

Page

Part I - Financial Information

Item 1.

Financial Statements

Duke Realty Corporation:

Consolidated Balance Sheets - ~~June~~September 30, 2020 (Unaudited) and December 31, 2019

Consolidated Statements of Operations and Comprehensive Income (Unaudited) - Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019

Consolidated Statements of Cash Flows (Unaudited) - ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019

Consolidated Statements of Changes in Equity (Unaudited) - Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019

Duke Realty Limited Partnership:

Consolidated Balance Sheets - ~~June~~September 30, 2020 (Unaudited) and December 31, 2019

Consolidated Statements of Operations and Comprehensive Income (Unaudited) - Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019

Consolidated Statements of Cash Flows (Unaudited) - ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019

Consolidated Statements of Changes in Equity (Unaudited) - Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019

Duke Realty Corporation and Duke Realty Limited Partnership:

Notes to Consolidated Financial Statements (Unaudited)

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2324

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4647

Item 4.

Controls and Procedures

4647

Part II - Other Information

Unregistered Sales of Equity Securities and Use of Proceeds

4950

Item 3.

Defaults Upon Senior Securities

5051

Item 4.

Mine Safety Disclosures

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share amounts)


		June 30, 2020		December 31, 2019			September 30, 2020		December 31, 2019
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Real estate investments:	Real estate investments:					Real estate investments:
Real estate assets	Real estate assets	$	8,293,907	$	7,993,377	Real estate assets	$	8,569,340	$	7,993,377
Construction in progress	Construction in progress	584,138		550,926		Construction in progress	604,819		550,926
Investments in and advances to unconsolidated joint ventures	Investments in and advances to unconsolidated joint ventures	133,795		133,074		Investments in and advances to unconsolidated joint ventures	132,127		133,074
Undeveloped land	Undeveloped land	350,226		254,537		Undeveloped land	267,254		254,537
		9,362,066		8,931,914			9,573,540		8,931,914
Accumulated depreciation	Accumulated depreciation	(1,590,546)		(1,480,461)		Accumulated depreciation	(1,637,190)		(1,480,461)
Net real estate investments	Net real estate investments	7,771,520		7,451,453		Net real estate investments	7,936,350		7,451,453

Real estate investments and other assets held-for-sale	Real estate investments and other assets held-for-sale	—		18,463		Real estate investments and other assets held-for-sale	0		18,463

Cash and cash equivalents	Cash and cash equivalents	29,870		110,891		Cash and cash equivalents	6,748		110,891
Accounts receivable	Accounts receivable	16,869		20,349		Accounts receivable	15,072		20,349
Straight-line rent receivable	Straight-line rent receivable	138,251		129,344		Straight-line rent receivable	145,130		129,344
Receivables on construction contracts, including retentions	Receivables on construction contracts, including retentions	53,769		25,607		Receivables on construction contracts, including retentions	44,824		25,607
Deferred leasing and other costs, net of accumulated amortization of $211,458 and $203,857		314,715		320,444
Deferred leasing and other costs, net of accumulated amortization of $219,089 and $203,857						Deferred leasing and other costs, net of accumulated amortization of $219,089 and $203,857	325,846		320,444
Restricted cash held in escrow for like-kind exchange	Restricted cash held in escrow for like-kind exchange	—		1,673		Restricted cash held in escrow for like-kind exchange	0		1,673
Notes receivable from property sales	Notes receivable from property sales	—		110,000		Notes receivable from property sales	0		110,000
Other escrow deposits and other assets	Other escrow deposits and other assets	242,015		232,338		Other escrow deposits and other assets	269,055		232,338
		$	8,567,009	$	8,420,562		$	8,743,025	$	8,420,562
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Indebtedness:	Indebtedness:					Indebtedness:
Secured debt, net of deferred financing costs of $363 and $164		$	50,274	$	34,023
Unsecured debt, net of deferred financing costs of $33,828 and $19,258		3,024,912		2,880,742

Secured debt, net of deferred financing costs of $353 and $164						Secured debt, net of deferred financing costs of $353 and $164	$	74,339	$	34,023
Unsecured debt, net of deferred financing costs of $33,651 and $19,258						Unsecured debt, net of deferred financing costs of $33,651 and $19,258	3,025,089		2,880,742
Unsecured line of credit						Unsecured line of credit	47,000		0
		3,075,186		2,914,765			3,146,428		2,914,765

Liabilities related to real estate investments held-for-sale	Liabilities related to real estate investments held-for-sale	—		887		Liabilities related to real estate investments held-for-sale	0		887

Construction payables and amounts due subcontractors, including retentions	Construction payables and amounts due subcontractors, including retentions	111,844		68,840		Construction payables and amounts due subcontractors, including retentions	83,047		68,840
Accrued real estate taxes	Accrued real estate taxes	79,204		69,042		Accrued real estate taxes	101,846		69,042
Accrued interest	Accrued interest	15,450		14,181		Accrued interest	26,499		14,181
Other liabilities	Other liabilities	181,978		223,680		Other liabilities	249,266		223,680

Tenant security deposits and prepaid rents	Tenant security deposits and prepaid rents	45,931		48,907		Tenant security deposits and prepaid rents	47,292		48,907
Total liabilities	Total liabilities	3,509,593		3,340,302		Total liabilities	3,654,378		3,340,302
Shareholders' equity:	Shareholders' equity:					Shareholders' equity:

Common shares ($0.01 par value); 600,000 shares authorized; 370,366 and 367,950 shares issued and outstanding, respectively		3,704		3,680
Common shares ($0.01 par value); 600,000 shares authorized; 371,510 and 367,950 shares issued and outstanding, respectively						Common shares ($0.01 par value); 600,000 shares authorized; 371,510 and 367,950 shares issued and outstanding, respectively	3,715		3,680
Additional paid-in capital	Additional paid-in capital	5,607,897		5,525,463		Additional paid-in capital	5,653,143		5,525,463
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(33,346)		(35,036)		Accumulated other comprehensive loss	(32,457)		(35,036)
Distributions in excess of net income	Distributions in excess of net income	(590,435)		(475,992)		Distributions in excess of net income	(606,182)		(475,992)
Total shareholders' equity	Total shareholders' equity	4,987,820		5,018,115		Total shareholders' equity	5,018,219		5,018,115
Noncontrolling interests	Noncontrolling interests	69,596		62,145		Noncontrolling interests	70,428		62,145
Total equity	Total equity	5,057,416		5,080,260		Total equity	5,088,647		5,080,260
		$	8,567,009	$	8,420,562		$	8,743,025	$	8,420,562

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income

For the three and ~~six~~nine months ended ~~June~~September 30,

(in thousands, except per share amounts)

(Unaudited)


		Three Months Ended						Six Months Ended							Three Months Ended				Nine Months Ended
		2020		2019		2020		2019			2020		2019		2020		2019
Revenues:	Revenues:									Revenues:
Rental and related revenue	Rental and related revenue	$	226,374	$	213,107	$	445,129	$	423,072	Rental and related revenue	$	235,391	$	215,374	$	680,520	$	638,446
General contractor and service fee revenue	General contractor and service fee revenue	12,137		23,919		19,751		78,883		General contractor and service fee revenue	26,637		25,955		46,388		104,838
		238,511		237,026		464,880		501,955			262,028		241,329		726,908		743,284
Expenses:	Expenses:									Expenses:
Rental expenses	Rental expenses	17,557		17,597		36,400		38,265		Rental expenses	20,231		19,158		56,631		57,423
Real estate taxes	Real estate taxes	36,763		32,375		73,490		64,817		Real estate taxes	37,027		31,739		110,517		96,556
General contractor and other services expenses	General contractor and other services expenses	10,406		23,189		16,974		75,775		General contractor and other services expenses	24,604		23,640		41,578		99,415
Depreciation and amortization	Depreciation and amortization	86,704		83,004		172,063		158,996		Depreciation and amortization	88,596		83,924		260,659		242,920
		151,430		156,165		298,927		337,853			170,458		158,461		469,385		496,314
Other operating activities:	Other operating activities:									Other operating activities:
Equity in earnings of unconsolidated joint ventures	Equity in earnings of unconsolidated joint ventures	2,396		4,143		4,935		8,858		Equity in earnings of unconsolidated joint ventures	4,023		3,736		8,958		12,594

Gain on sale of properties	Gain on sale of properties	—		30,592		8,937		30,429		Gain on sale of properties	10,968		173,646		19,905		204,075
Gain on land sales	Gain on land sales	6,070		1,950		6,205		2,700		Gain on land sales	2,346		3,869		8,551		6,569
Other operating expenses	Other operating expenses	(1,546)		(1,518)		(2,658)		(3,641)		Other operating expenses	(1,772)		(874)		(4,430)		(4,515)
Impairment charges	Impairment charges	—		—		(5,626)		—		Impairment charges	0		0		(5,626)		0
Non-incremental costs related to successful leases	Non-incremental costs related to successful leases	(4,034)		(3,447)		(6,559)		(5,603)		Non-incremental costs related to successful leases	(4,058)		(1,123)		(10,617)		(6,726)
General and administrative expenses	General and administrative expenses	(13,606)		(13,420)		(35,369)		(35,403)		General and administrative expenses	(11,439)		(13,720)		(46,808)		(49,123)
		(10,720)		18,300		(30,135)		(2,660)			68		165,534		(30,067)		162,874
Operating income	Operating income	76,361		99,161		135,818		161,442		Operating income	91,638		248,402		227,456		409,844
Other income (expenses):	Other income (expenses):									Other income (expenses):
Interest and other income, net	Interest and other income, net	216		2,534		1,611		5,292		Interest and other income, net	32		2,085		1,643		7,377
Interest expense	Interest expense	(22,841)		(23,510)		(46,335)		(45,642)		Interest expense	(23,059)		(22,604)		(69,394)		(68,246)
Loss on debt extinguishment	Loss on debt extinguishment	(14,972)		—		(32,778)		(13)		Loss on debt extinguishment	(120)		0		(32,898)		(13)
Gain on involuntary conversion	Gain on involuntary conversion	1,283		—		1,283		2,259		Gain on involuntary conversion	3,029		0		4,312		2,259
Income from continuing operations before income taxes	Income from continuing operations before income taxes	40,047		78,185		59,599		123,338		Income from continuing operations before income taxes	71,520		227,883		131,119		351,221
Income tax benefit (expense)	Income tax benefit (expense)	150		(6,616)		210		(7,001)		Income tax benefit (expense)	956		536		1,166		(6,465)
Income from continuing operations	Income from continuing operations	40,197		71,569		59,809		116,337		Income from continuing operations	72,476		228,419		132,285		344,756
Discontinued operations:	Discontinued operations:									Discontinued operations:

Gain on sale of properties	Gain on sale of properties	23		99		71		254		Gain on sale of properties	40		112		111		366

Income from discontinued operations	Income from discontinued operations	23		99		71		254		Income from discontinued operations	40		112		111		366
Net income	Net income	40,220		71,668		59,880		116,591		Net income	72,516		228,531		132,396		345,122

Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(400)		(615)		(604)		(987)		Net income attributable to noncontrolling interests	(693)		(1,965)		(1,297)		(2,952)
Net income attributable to common shareholders	Net income attributable to common shareholders	$	39,820	$	71,053	$	59,276	$	115,604	Net income attributable to common shareholders	$	71,823	$	226,566	$	131,099	$	342,170
Basic net income per common share:	Basic net income per common share:									Basic net income per common share:
Continuing operations attributable to common shareholders	Continuing operations attributable to common shareholders	$	0.11	$	0.20	$	0.16	$	0.32	Continuing operations attributable to common shareholders	$	0.19	$	0.62	$	0.35	$	0.95

Diluted net income per common share:	Diluted net income per common share:									Diluted net income per common share:
Continuing operations attributable to common shareholders	Continuing operations attributable to common shareholders	$	0.11	$	0.20	$	0.16	$	0.32	Continuing operations attributable to common shareholders	$	0.19	$	0.62	$	0.35	$	0.94

Weighted average number of common shares outstanding	Weighted average number of common shares outstanding	368,836		359,681		368,513		359,412		Weighted average number of common shares outstanding	371,082		362,416		369,375		360,424
Weighted average number of common shares and potential dilutive securities	Weighted average number of common shares and potential dilutive securities	372,573		362,926		372,197		362,615		Weighted average number of common shares and potential dilutive securities	374,834		367,271		373,091		365,343

Comprehensive income:	Comprehensive income:									Comprehensive income:
Net income	Net income	$	40,220	$	71,668	$	59,880	$	116,591	Net income	$	72,516	$	228,531	$	132,396	$	345,122
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Unrealized losses on interest rate swap contracts	Unrealized losses on interest rate swap contracts	—		(14,699)		—		(24,041)		Unrealized losses on interest rate swap contracts	0		(13,387)		0		(37,428)
Amortization of interest rate swap contracts	Amortization of interest rate swap contracts	889		—		1,690		—		Amortization of interest rate swap contracts	889		0		2,579		0
Comprehensive income	Comprehensive income	$	41,109	$	56,969	$	61,570	$	92,550	Comprehensive income	$	73,405	$	215,144	$	134,975	$	307,694

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the ~~six~~nine months ended ~~June~~September 30,

(in thousands)

(Unaudited)


		Six Months Ended							Nine Months Ended
		2020		2019			2020		2019
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	59,880	$	116,591	Net income	$	132,396	$	345,122
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	Depreciation of buildings and tenant improvements	143,922		131,878		Depreciation of buildings and tenant improvements	219,694		202,261
Amortization of deferred leasing and other costs	Amortization of deferred leasing and other costs	28,141		27,118		Amortization of deferred leasing and other costs	40,965		40,659
Amortization of deferred financing costs	Amortization of deferred financing costs	4,477		3,121		Amortization of deferred financing costs	6,814		4,606
Straight-line rental income and expense, net	Straight-line rental income and expense, net	(8,476)		(10,466)		Straight-line rental income and expense, net	(15,660)		(15,627)
Impairment charges	Impairment charges	5,626		—		Impairment charges	5,626		0
Loss on debt extinguishment	Loss on debt extinguishment	32,778		13		Loss on debt extinguishment	32,898		13

Gain on involuntary conversion	Gain on involuntary conversion	(1,283)		(2,259)		Gain on involuntary conversion	(4,312)		(2,259)

Gain on land and property sales	Gain on land and property sales	(15,213)		(33,383)		Gain on land and property sales	(28,567)		(211,010)
Third-party construction contracts, net	Third-party construction contracts, net	(3,717)		15,645		Third-party construction contracts, net	2,017		14,218
Other accrued revenues and expenses, net	Other accrued revenues and expenses, net	11,460		10,021		Other accrued revenues and expenses, net	42,415		26,870
Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures	Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures	3,563		(487)		Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures	4,656		(766)
Net cash provided by operating activities	Net cash provided by operating activities	261,158		257,792		Net cash provided by operating activities	438,942		404,087
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Development of real estate investments	Development of real estate investments	(333,212)		(205,315)		Development of real estate investments	(469,001)		(325,825)
Acquisition of buildings and related intangible assets	Acquisition of buildings and related intangible assets	—		(108,201)		Acquisition of buildings and related intangible assets	(85,465)		(146,632)
Acquisition of land and other real estate assets	Acquisition of land and other real estate assets	(95,859)		(200,872)		Acquisition of land and other real estate assets	(96,376)		(223,547)
Second generation tenant improvements, leasing costs and building improvements	Second generation tenant improvements, leasing costs and building improvements	(17,062)		(20,463)		Second generation tenant improvements, leasing costs and building improvements	(27,733)		(31,644)
Other deferred leasing costs	Other deferred leasing costs	(17,306)		(11,152)		Other deferred leasing costs	(29,867)		(28,551)
Other assets	Other assets	(10,289)		(7,224)		Other assets	(9,519)		(9,104)
Proceeds from the repayments of notes receivable from property sales	Proceeds from the repayments of notes receivable from property sales	110,000		130,000		Proceeds from the repayments of notes receivable from property sales	110,000		145,000
Proceeds from land and property sales, net	Proceeds from land and property sales, net	34,509		97,526		Proceeds from land and property sales, net	55,740		379,774
Capital distributions from unconsolidated joint ventures	Capital distributions from unconsolidated joint ventures	13		—		Capital distributions from unconsolidated joint ventures	876		2,664
Capital contributions and advances to unconsolidated joint ventures	Capital contributions and advances to unconsolidated joint ventures	(4,833)		(5,962)		Capital contributions and advances to unconsolidated joint ventures	(6,161)		(5,963)
Net cash used for investing activities	Net cash used for investing activities	(334,039)		(331,663)		Net cash used for investing activities	(557,506)		(243,828)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of common shares, net	Proceeds from issuance of common shares, net	76,678		42,128		Proceeds from issuance of common shares, net	119,765		222,672

Proceeds from unsecured debt	Proceeds from unsecured debt	663,123		—		Proceeds from unsecured debt	663,123		182,284
Payments on unsecured debt	Payments on unsecured debt	(546,972)		—		Payments on unsecured debt	(546,972)		0
Proceeds from secured debt financings	Proceeds from secured debt financings	18,400		—		Proceeds from secured debt financings	18,400		0
Payments on secured indebtedness including principal amortization	Payments on secured indebtedness including principal amortization	(1,906)		(43,502)		Payments on secured indebtedness including principal amortization	(3,284)		(44,652)
Borrowings on line of credit, net		—		222,000
Borrowings (repayments) on line of credit, net						Borrowings (repayments) on line of credit, net	47,000		(30,000)
Distributions to common shareholders	Distributions to common shareholders	(173,131)		(154,550)		Distributions to common shareholders	(260,431)		(232,323)

Distributions to noncontrolling interests, net	Distributions to noncontrolling interests, net	(1,566)		(1,180)		Distributions to noncontrolling interests, net	(2,149)		(1,864)
Tax payments on stock-based compensation awards	Tax payments on stock-based compensation awards	(4,051)		(5,469)		Tax payments on stock-based compensation awards	(4,263)		(5,695)

Change in book cash overdrafts	Change in book cash overdrafts	(14,444)		15,874		Change in book cash overdrafts	(13,588)		(14,306)
Other financing activities	Other financing activities	289		(9,920)		Other financing activities	284		(9,920)
Deferred financing costs	Deferred financing costs	(6,374)		—		Deferred financing costs	(7,354)		(1,440)
Net cash provided by financing activities	Net cash provided by financing activities	10,046		65,381		Net cash provided by financing activities	10,531		64,756
Net decrease in cash, cash equivalents and restricted cash		(62,835)		(8,490)
Net (decrease) increase in cash, cash equivalents and restricted cash						Net (decrease) increase in cash, cash equivalents and restricted cash	(108,033)		225,015
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	121,431		25,517		Cash, cash equivalents and restricted cash at beginning of period	121,431		25,517
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	58,596	$	17,027	Cash, cash equivalents and restricted cash at end of period	$	13,398	$	250,532

Non-cash activities:	Non-cash activities:					Non-cash activities:
Liabilities and right-of-use assets - operating leases		$	1,443	$	37,810
Lease liabilities arising from right-of-use assets						Lease liabilities arising from right-of-use assets	$	35,956	$	38,826
Assumption of indebtedness and other liabilities in real estate acquisitions						Assumption of indebtedness and other liabilities in real estate acquisitions	$	33,905	$	0

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019

(in thousands, except per share data)

(Unaudited)


		Common Shareholders																			Common Shareholders
		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Net Income		Noncontrolling Interests		Total			Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Net Income		Noncontrolling Interests		Total
Balance at March 31, 2020		$	3,684	$	5,533,806	$	(34,235)	$	(543,412)	$	67,219	$	5,027,062
Balance at June 30, 2020														Balance at June 30, 2020	$	3,704	$	5,607,897	$	(33,346)	$	(590,435)	$	69,596	$	5,057,416
Net income	Net income	—		—		—		39,820		400		40,220		Net income	—		—		—		71,823		693		72,516
Other comprehensive income	Other comprehensive income	—		—		889		—		—		889		Other comprehensive income	—		—		889		—		—		889
Issuance of common shares	Issuance of common shares	20		71,193		—		—		—		71,213		Issuance of common shares	11		43,076		—		—		—		43,087
Stock-based compensation plan activity	Stock-based compensation plan activity	—		2,898		—		(274)		2,760		5,384		Stock-based compensation plan activity	0		2,170		—		(270)		722		2,622

Contributions from noncontrolling interests														Contributions from noncontrolling interests	—		—		—		—		200		200

Distributions to common shareholders ($0.235 per share)	Distributions to common shareholders ($0.235 per share)	—		—		—		(86,569)		—		(86,569)		Distributions to common shareholders ($0.235 per share)	—		—		—		(87,300)		—		(87,300)

Distributions to noncontrolling interests	Distributions to noncontrolling interests	—		—		—		—		(783)		(783)		Distributions to noncontrolling interests	—		—		—		—		(783)		(783)

Balance at June 30, 2020		$	3,704	$	5,607,897	$	(33,346)	$	(590,435)	$	69,596	$	5,057,416
Balance at September 30, 2020														Balance at September 30, 2020	$	3,715	$	5,653,143	$	(32,457)	$	(606,182)	$	70,428	$	5,088,647


Balance at December 31, 2019	Balance at December 31, 2019	$	3,680	$	5,525,463	$	(35,036)	$	(475,992)	$	62,145	$	5,080,260	Balance at December 31, 2019	$	3,680	$	5,525,463	$	(35,036)	$	(475,992)	$	62,145	$	5,080,260
Net income	Net income	—		—		—		59,276		604		59,880		Net income	—		—		—		131,099		1,297		132,396
Other comprehensive income	Other comprehensive income	—		—		1,690		—		—		1,690		Other comprehensive income	—		—		2,579		—		—		2,579
Issuance of common shares	Issuance of common shares	21		76,657		—		—		—		76,678		Issuance of common shares	32		119,733		—		—		—		119,765
Stock-based compensation plan activity	Stock-based compensation plan activity	3		5,777		—		(588)		8,413		13,605		Stock-based compensation plan activity	3		7,947		—		(858)		9,135		16,227
Contributions from noncontrolling interests														Contributions from noncontrolling interests	—		—		—		—		200		200

Distributions to common shareholders ($0.47 per share)		—		—		—		(173,131)		—		(173,131)
Distributions to common shareholders ($0.705 per share)														Distributions to common shareholders ($0.705 per share)	—		—		—		(260,431)		—		(260,431)

Distributions to noncontrolling interests	Distributions to noncontrolling interests	—		—		—		—		(1,566)		(1,566)		Distributions to noncontrolling interests	—		—		—		—		(2,349)		(2,349)

Balance at June 30, 2020		$	3,704	$	5,607,897	$	(33,346)	$	(590,435)	$	69,596	$	5,057,416
Balance at September 30, 2020														Balance at September 30, 2020	$	3,715	$	5,653,143	$	(32,457)	$	(606,182)	$	70,428	$	5,088,647


		Common Shareholders																			Common Shareholders
		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Net Income		Noncontrolling Interests		Total			Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Net Income		Noncontrolling Interests		Total
Balance at March 31, 2019		$	3,594	$	5,250,157	$	(14,018)	$	(618,123)	$	59,561	$	4,681,171
Balance at June 30, 2019														Balance at June 30, 2019	$	3,606	$	5,290,382	$	(28,717)	$	(624,674)	$	61,524	$	4,702,121
Net income	Net income	—		—		—		71,053		615		71,668		Net income	—		—		—		226,566		1,965		228,531
Other comprehensive loss	Other comprehensive loss	—		—		(14,699)		—		—		(14,699)		Other comprehensive loss	—		—		(13,387)		—		—		(13,387)
Issuance of common shares	Issuance of common shares	12		37,624		—		—		—		37,636		Issuance of common shares	55		180,489		—		—		—		180,544
Stock-based compensation plan activity	Stock-based compensation plan activity	—		2,601		—		(291)		2,023		4,333		Stock-based compensation plan activity	2		1,639		—		(255)		534		1,920

Distributions to common shareholders ($0.215 per share)	Distributions to common shareholders ($0.215 per share)	—		—		—		(77,313)		—		(77,313)		Distributions to common shareholders ($0.215 per share)	—		—		—		(77,773)		—		(77,773)

Distributions to noncontrolling interests	Distributions to noncontrolling interests	—		—		—		—		(675)		(675)		Distributions to noncontrolling interests	—		—		—		—		(684)		(684)

Balance at June 30, 2019		$	3,606	$	5,290,382	$	(28,717)	$	(624,674)	$	61,524	$	4,702,121
Balance at September 30, 2019														Balance at September 30, 2019	$	3,663	$	5,472,510	$	(42,104)	$	(476,136)	$	63,339	$	5,021,272


Balance at December 31, 2018	Balance at December 31, 2018	$	3,589	$	5,244,375	$	(4,676)	$	(585,087)	$	55,042	$	4,713,243	Balance at December 31, 2018	$	3,589	$	5,244,375	$	(4,676)	$	(585,087)	$	55,042	$	4,713,243
Net income	Net income	—		—		—		115,604		987		116,591		Net income	—		—		—		342,170		2,952		345,122
Other comprehensive loss	Other comprehensive loss	—		—		(24,041)		—		—		(24,041)		Other comprehensive loss	—		—		(37,428)		—		—		(37,428)
Issuance of common shares	Issuance of common shares	13		42,115		—		—		—		42,128		Issuance of common shares	68		222,604		—		—		—		222,672
Stock-based compensation plan activity	Stock-based compensation plan activity	4		3,892		—		(641)		6,675		9,930		Stock-based compensation plan activity	6		5,531		—		(896)		7,209		11,850
Contributions from noncontrolling interests	Contributions from noncontrolling interests	—		—		—		—		312		312		Contributions from noncontrolling interests	—		—		—		—		312		312

Distributions to common shareholders ($0.43 per share)		—		—		—		(154,550)		—		(154,550)
Distributions to common shareholders ($0.645 per share)														Distributions to common shareholders ($0.645 per share)	—		—		—		(232,323)		—		(232,323)

Distributions to noncontrolling interests	Distributions to noncontrolling interests	—		—		—		—		(1,492)		(1,492)		Distributions to noncontrolling interests	—		—		—		—		(2,176)		(2,176)

Balance at June 30, 2019		$	3,606	$	5,290,382	$	(28,717)	$	(624,674)	$	61,524	$	4,702,121
Balance at September 30, 2019														Balance at September 30, 2019	$	3,663	$	5,472,510	$	(42,104)	$	(476,136)	$	63,339	$	5,021,272

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)


		June 30, 2020		December 31, 2019			September 30, 2020		December 31, 2019
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Real estate investments:	Real estate investments:					Real estate investments:
Real estate assets	Real estate assets	$	8,293,907	$	7,993,377	Real estate assets	$	8,569,340	$	7,993,377

Construction in progress	Construction in progress	584,138		550,926		Construction in progress	604,819		550,926
Investments in and advances to unconsolidated joint ventures	Investments in and advances to unconsolidated joint ventures	133,795		133,074		Investments in and advances to unconsolidated joint ventures	132,127		133,074
Undeveloped land	Undeveloped land	350,226		254,537		Undeveloped land	267,254		254,537
		9,362,066		8,931,914			9,573,540		8,931,914
Accumulated depreciation	Accumulated depreciation	(1,590,546)		(1,480,461)		Accumulated depreciation	(1,637,190)		(1,480,461)
Net real estate investments	Net real estate investments	7,771,520		7,451,453		Net real estate investments	7,936,350		7,451,453

Real estate investments and other assets held-for-sale	Real estate investments and other assets held-for-sale	—		18,463		Real estate investments and other assets held-for-sale	0		18,463

Cash and cash equivalents	Cash and cash equivalents	29,870		110,891		Cash and cash equivalents	6,748		110,891
Accounts receivable	Accounts receivable	16,869		20,349		Accounts receivable	15,072		20,349
Straight-line rent receivable	Straight-line rent receivable	138,251		129,344		Straight-line rent receivable	145,130		129,344
Receivables on construction contracts, including retentions	Receivables on construction contracts, including retentions	53,769		25,607		Receivables on construction contracts, including retentions	44,824		25,607

Deferred leasing and other costs, net of accumulated amortization of $211,458 and $203,857		314,715		320,444
Deferred leasing and other costs, net of accumulated amortization of $219,089 and $203,857						Deferred leasing and other costs, net of accumulated amortization of $219,089 and $203,857	325,846		320,444
Restricted cash held in escrow for like-kind exchange	Restricted cash held in escrow for like-kind exchange	—		1,673		Restricted cash held in escrow for like-kind exchange	0		1,673
Notes receivable from property sales	Notes receivable from property sales	—		110,000		Notes receivable from property sales	0		110,000
Other escrow deposits and other assets	Other escrow deposits and other assets	242,015		232,338		Other escrow deposits and other assets	269,055		232,338
		$	8,567,009	$	8,420,562		$	8,743,025	$	8,420,562
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Indebtedness:	Indebtedness:					Indebtedness:
Secured debt, net of deferred financing costs of $363 and $164		$	50,274	$	34,023
Unsecured debt, net of deferred financing costs of $33,828 and $19,258		3,024,912		2,880,742

Secured debt, net of deferred financing costs of $353 and $164						Secured debt, net of deferred financing costs of $353 and $164	$	74,339	$	34,023
Unsecured debt, net of deferred financing costs of $33,651 and $19,258						Unsecured debt, net of deferred financing costs of $33,651 and $19,258	3,025,089		2,880,742
Unsecured line of credit						Unsecured line of credit	47,000		0
		3,075,186		2,914,765			3,146,428		2,914,765

Liabilities related to real estate investments held-for-sale	Liabilities related to real estate investments held-for-sale	—		887		Liabilities related to real estate investments held-for-sale	0		887

Construction payables and amounts due subcontractors, including retentions	Construction payables and amounts due subcontractors, including retentions	111,844		68,840		Construction payables and amounts due subcontractors, including retentions	83,047		68,840
Accrued real estate taxes	Accrued real estate taxes	79,204		69,042		Accrued real estate taxes	101,846		69,042
Accrued interest	Accrued interest	15,450		14,181		Accrued interest	26,499		14,181
Other liabilities	Other liabilities	181,978		223,680		Other liabilities	249,266		223,680

Tenant security deposits and prepaid rents	Tenant security deposits and prepaid rents	45,931		48,907		Tenant security deposits and prepaid rents	47,292		48,907
Total liabilities	Total liabilities	3,509,593		3,340,302		Total liabilities	3,654,378		3,340,302
Partners' equity:	Partners' equity:					Partners' equity:
Common equity (370,366 and 367,950 General Partner Units issued and outstanding, respectively)		5,021,166		5,053,151
Common equity (371,510 and 367,950 General Partner Units issued and outstanding, respectively)						Common equity (371,510 and 367,950 General Partner Units issued and outstanding, respectively)	5,050,676		5,053,151

Limited Partners' common equity (3,330 and 3,029 Limited Partner Units issued and outstanding, respectively)	Limited Partners' common equity (3,330 and 3,029 Limited Partner Units issued and outstanding, respectively)	64,948		57,575		Limited Partners' common equity (3,330 and 3,029 Limited Partner Units issued and outstanding, respectively)	65,525		57,575
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(33,346)		(35,036)		Accumulated other comprehensive loss	(32,457)		(35,036)
Total partners' equity	Total partners' equity	5,052,768		5,075,690		Total partners' equity	5,083,744		5,075,690
Noncontrolling interests	Noncontrolling interests	4,648		4,570		Noncontrolling interests	4,903		4,570
Total equity	Total equity	5,057,416		5,080,260		Total equity	5,088,647		5,080,260
		$	8,567,009	$	8,420,562		$	8,743,025	$	8,420,562

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income

For the three and ~~six~~nine months ended ~~June~~September 30,

(in thousands, except per unit amounts)

(Unaudited)


		Three Months Ended						Six Months Ended							Three Months Ended				Nine Months Ended
		2020		2019		2020		2019			2020		2019		2020		2019
Revenues:	Revenues:									Revenues:
Rental and related revenue	Rental and related revenue	$	226,374	$	213,107	$	445,129	$	423,072	Rental and related revenue	$	235,391	$	215,374	$	680,520	$	638,446
General contractor and service fee revenue	General contractor and service fee revenue	12,137		23,919		19,751		78,883		General contractor and service fee revenue	26,637		25,955		46,388		104,838
		238,511		237,026		464,880		501,955			262,028		241,329		726,908		743,284
Expenses:	Expenses:									Expenses:
Rental expenses	Rental expenses	17,557		17,597		36,400		38,265		Rental expenses	20,231		19,158		56,631		57,423
Real estate taxes	Real estate taxes	36,763		32,375		73,490		64,817		Real estate taxes	37,027		31,739		110,517		96,556
General contractor and other services expenses	General contractor and other services expenses	10,406		23,189		16,974		75,775		General contractor and other services expenses	24,604		23,640		41,578		99,415
Depreciation and amortization	Depreciation and amortization	86,704		83,004		172,063		158,996		Depreciation and amortization	88,596		83,924		260,659		242,920
		151,430		156,165		298,927		337,853			170,458		158,461		469,385		496,314
Other operating activities:	Other operating activities:									Other operating activities:
Equity in earnings of unconsolidated joint ventures	Equity in earnings of unconsolidated joint ventures	2,396		4,143		4,935		8,858		Equity in earnings of unconsolidated joint ventures	4,023		3,736		8,958		12,594
Gain on sale of properties	Gain on sale of properties	—		30,592		8,937		30,429		Gain on sale of properties	10,968		173,646		19,905		204,075
Gain on land sales	Gain on land sales	6,070		1,950		6,205		2,700		Gain on land sales	2,346		3,869		8,551		6,569
Other operating expenses	Other operating expenses	(1,546)		(1,518)		(2,658)		(3,641)		Other operating expenses	(1,772)		(874)		(4,430)		(4,515)
Impairment charges	Impairment charges	—		—		(5,626)		—		Impairment charges	0		0		(5,626)		0
Non-incremental costs related to successful leases	Non-incremental costs related to successful leases	(4,034)		(3,447)		(6,559)		(5,603)		Non-incremental costs related to successful leases	(4,058)		(1,123)		(10,617)		(6,726)
General and administrative expenses	General and administrative expenses	(13,606)		(13,420)		(35,369)		(35,403)		General and administrative expenses	(11,439)		(13,720)		(46,808)		(49,123)
		(10,720)		18,300		(30,135)		(2,660)			68		165,534		(30,067)		162,874
Operating income	Operating income	76,361		99,161		135,818		161,442		Operating income	91,638		248,402		227,456		409,844
Other income (expenses):	Other income (expenses):									Other income (expenses):
Interest and other income, net	Interest and other income, net	216		2,534		1,611		5,292		Interest and other income, net	32		2,085		1,643		7,377
Interest expense	Interest expense	(22,841)		(23,510)		(46,335)		(45,642)		Interest expense	(23,059)		(22,604)		(69,394)		(68,246)
Loss on debt extinguishment	Loss on debt extinguishment	(14,972)		—		(32,778)		(13)		Loss on debt extinguishment	(120)		0		(32,898)		(13)
Gain on involuntary conversion	Gain on involuntary conversion	1,283		—		1,283		2,259		Gain on involuntary conversion	3,029		0		4,312		2,259
Income from continuing operations before income taxes	Income from continuing operations before income taxes	40,047		78,185		59,599		123,338		Income from continuing operations before income taxes	71,520		227,883		131,119		351,221
Income tax benefit (expense)	Income tax benefit (expense)	150		(6,616)		210		(7,001)		Income tax benefit (expense)	956		536		1,166		(6,465)
Income from continuing operations	Income from continuing operations	40,197		71,569		59,809		116,337		Income from continuing operations	72,476		228,419		132,285		344,756
Discontinued operations:	Discontinued operations:									Discontinued operations:

Gain on sale of properties	Gain on sale of properties	23		99		71		254		Gain on sale of properties	40		112		111		366

Income from discontinued operations	Income from discontinued operations	23		99		71		254		Income from discontinued operations	40		112		111		366
Net income	Net income	40,220		71,668		59,880		116,591		Net income	72,516		228,531		132,396		345,122

Net (income) loss attributable to noncontrolling interests	Net (income) loss attributable to noncontrolling interests	(44)		6		(78)		16		Net (income) loss attributable to noncontrolling interests	(55)		3		(133)		19
Net income attributable to common unitholders	Net income attributable to common unitholders	$	40,176	$	71,674	$	59,802	$	116,607	Net income attributable to common unitholders	$	72,461	$	228,534	$	132,263	$	345,141
Basic net income per Common Unit:	Basic net income per Common Unit:									Basic net income per Common Unit:
Continuing operations attributable to common unitholders	Continuing operations attributable to common unitholders	$	0.11	$	0.20	$	0.16	$	0.32	Continuing operations attributable to common unitholders	$	0.19	$	0.62	$	0.35	$	0.95

Diluted net income per Common Unit:	Diluted net income per Common Unit:									Diluted net income per Common Unit:
Continuing operations attributable to common unitholders	Continuing operations attributable to common unitholders	$	0.11	$	0.20	$	0.16	$	0.32	Continuing operations attributable to common unitholders	$	0.19	$	0.62	$	0.35	$	0.94

Weighted average number of Common Units outstanding	Weighted average number of Common Units outstanding	372,167		362,826		371,790		362,517		Weighted average number of Common Units outstanding	374,412		365,558		372,671		363,542
Weighted average number of Common Units and potential dilutive securities	Weighted average number of Common Units and potential dilutive securities	372,573		362,926		372,197		362,615		Weighted average number of Common Units and potential dilutive securities	374,834		367,271		373,091		365,343

Comprehensive income:	Comprehensive income:									Comprehensive income:
Net income	Net income	$	40,220	$	71,668	$	59,880	$	116,591	Net income	$	72,516	$	228,531	$	132,396	$	345,122
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Unrealized losses on interest rate swap contracts	Unrealized losses on interest rate swap contracts	—		(14,699)		—		(24,041)		Unrealized losses on interest rate swap contracts	0		(13,387)		0		(37,428)
Amortization of interest rate swap contracts	Amortization of interest rate swap contracts	889		—		1,690		—		Amortization of interest rate swap contracts	889		0		2,579		0
Comprehensive income	Comprehensive income	$	41,109	$	56,969	$	61,570	$	92,550	Comprehensive income	$	73,405	$	215,144	$	134,975	$	307,694

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the ~~six~~nine months ended ~~June~~September 30,

(in thousands)

(Unaudited)


		Six Months Ended							Nine Months Ended
		2020		2019			2020		2019
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	59,880	$	116,591	Net income	$	132,396	$	345,122
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	Depreciation of buildings and tenant improvements	143,922		131,878		Depreciation of buildings and tenant improvements	219,694		202,261
Amortization of deferred leasing and other costs	Amortization of deferred leasing and other costs	28,141		27,118		Amortization of deferred leasing and other costs	40,965		40,659
Amortization of deferred financing costs	Amortization of deferred financing costs	4,477		3,121		Amortization of deferred financing costs	6,814		4,606
Straight-line rental income and expense, net	Straight-line rental income and expense, net	(8,476)		(10,466)		Straight-line rental income and expense, net	(15,660)		(15,627)
Impairment charges	Impairment charges	5,626		—		Impairment charges	5,626		0
Loss on debt extinguishment	Loss on debt extinguishment	32,778		13		Loss on debt extinguishment	32,898		13

Gain on involuntary conversion	Gain on involuntary conversion	(1,283)		(2,259)		Gain on involuntary conversion	(4,312)		(2,259)

Gain on land and property sales	Gain on land and property sales	(15,213)		(33,383)		Gain on land and property sales	(28,567)		(211,010)
Third-party construction contracts, net	Third-party construction contracts, net	(3,717)		15,645		Third-party construction contracts, net	2,017		14,218
Other accrued revenues and expenses, net	Other accrued revenues and expenses, net	11,460		10,021		Other accrued revenues and expenses, net	42,415		26,870
Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures	Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures	3,563		(487)		Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures	4,656		(766)
Net cash provided by operating activities	Net cash provided by operating activities	261,158		257,792		Net cash provided by operating activities	438,942		404,087
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Development of real estate investments	Development of real estate investments	(333,212)		(205,315)		Development of real estate investments	(469,001)		(325,825)
Acquisition of buildings and related intangible assets	Acquisition of buildings and related intangible assets	—		(108,201)		Acquisition of buildings and related intangible assets	(85,465)		(146,632)
Acquisition of land and other real estate assets	Acquisition of land and other real estate assets	(95,859)		(200,872)		Acquisition of land and other real estate assets	(96,376)		(223,547)
Second generation tenant improvements, leasing costs and building improvements	Second generation tenant improvements, leasing costs and building improvements	(17,062)		(20,463)		Second generation tenant improvements, leasing costs and building improvements	(27,733)		(31,644)
Other deferred leasing costs	Other deferred leasing costs	(17,306)		(11,152)		Other deferred leasing costs	(29,867)		(28,551)
Other assets	Other assets	(10,289)		(7,224)		Other assets	(9,519)		(9,104)
Proceeds from the repayments of notes receivable from property sales	Proceeds from the repayments of notes receivable from property sales	110,000		130,000		Proceeds from the repayments of notes receivable from property sales	110,000		145,000
Proceeds from land and property sales, net	Proceeds from land and property sales, net	34,509		97,526		Proceeds from land and property sales, net	55,740		379,774
Capital distributions from unconsolidated joint ventures	Capital distributions from unconsolidated joint ventures	13		—		Capital distributions from unconsolidated joint ventures	876		2,664
Capital contributions and advances to unconsolidated joint ventures	Capital contributions and advances to unconsolidated joint ventures	(4,833)		(5,962)		Capital contributions and advances to unconsolidated joint ventures	(6,161)		(5,963)
Net cash used for investing activities	Net cash used for investing activities	(334,039)		(331,663)		Net cash used for investing activities	(557,506)		(243,828)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from the General Partner	Proceeds from the General Partner	76,678		42,128		Proceeds from the General Partner	119,765		222,672

Proceeds from unsecured debt	Proceeds from unsecured debt	663,123		—		Proceeds from unsecured debt	663,123		182,284
Payments on unsecured debt	Payments on unsecured debt	(546,972)		—		Payments on unsecured debt	(546,972)		0
Proceeds from secured debt financings	Proceeds from secured debt financings	18,400		—		Proceeds from secured debt financings	18,400		0
Payments on secured indebtedness including principal amortization	Payments on secured indebtedness including principal amortization	(1,906)		(43,502)		Payments on secured indebtedness including principal amortization	(3,284)		(44,652)
Borrowings on line of credit, net		—		222,000
Borrowings (repayments) on line of credit, net						Borrowings (repayments) on line of credit, net	47,000		(30,000)
Distributions to common unitholders	Distributions to common unitholders	(174,697)		(155,903)		Distributions to common unitholders	(262,780)		(234,352)

Contributions from noncontrolling interests, net	Contributions from noncontrolling interests, net	—		173		Contributions from noncontrolling interests, net	200		165
Tax payments on stock-based compensation awards	Tax payments on stock-based compensation awards	(4,051)		(5,469)		Tax payments on stock-based compensation awards	(4,263)		(5,695)

Change in book cash overdrafts	Change in book cash overdrafts	(14,444)		15,874		Change in book cash overdrafts	(13,588)		(14,306)
Other financing activities	Other financing activities	289		(9,920)		Other financing activities	284		(9,920)
Deferred financing costs	Deferred financing costs	(6,374)		—		Deferred financing costs	(7,354)		(1,440)
Net cash provided by financing activities	Net cash provided by financing activities	10,046		65,381		Net cash provided by financing activities	10,531		64,756
Net decrease in cash, cash equivalents and restricted cash		(62,835)		(8,490)
Net (decrease) increase in cash, cash equivalents and restricted cash						Net (decrease) increase in cash, cash equivalents and restricted cash	(108,033)		225,015
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	121,431		25,517		Cash, cash equivalents and restricted cash at beginning of period	121,431		25,517
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	58,596	$	17,027	Cash, cash equivalents and restricted cash at end of period	$	13,398	$	250,532

Non-cash activities:	Non-cash activities:					Non-cash activities:
Liabilities and right-of-use assets - operating leases		$	1,443	$	37,810
Lease liabilities arising from right-of-use assets						Lease liabilities arising from right-of-use assets	$	35,956	$	38,826
Assumption of indebtedness and other liabilities in real estate acquisitions						Assumption of indebtedness and other liabilities in real estate acquisitions	$	33,905	$	0

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019

(in thousands, except per unit data)

(Unaudited)


		Common Unitholders																	Common Unitholders
		General		Limited		Accumulated									General		Limited		Accumulated
		Partner's		Partners'		Other		Total							Partner's		Partners'		Other		Total
		Common Equity		Common Equity		Comprehensive Loss		Partners' Equity		Noncontrolling Interests		Total Equity			Common Equity		Common Equity		Comprehensive Loss		Partners' Equity		Noncontrolling Interests		Total Equity
Balance at March 31, 2020		$	4,994,078	$	62,615	$	(34,235)	$	5,022,458	$	4,604	5,027,062
Balance at June 30, 2020														Balance at June 30, 2020	$	5,021,166	$	64,948	$	(33,346)	$	5,052,768	$	4,648	5,057,416
Net income	Net income	39,820		356		—		40,176		44		40,220		Net income	71,823		638		—		72,461		55		72,516
Other comprehensive income	Other comprehensive income	—		—		889		889		—		889		Other comprehensive income	—		—		889		889		—		889
Capital contribution from the General Partner	Capital contribution from the General Partner	71,213		—		—		71,213		—		71,213		Capital contribution from the General Partner	43,087		—		—		43,087		—		43,087
Stock-based compensation plan activity	Stock-based compensation plan activity	2,624		2,760		—		5,384		—		5,384		Stock-based compensation plan activity	1,900		722		—		2,622		—		2,622

Contributions from noncontrolling interests														Contributions from noncontrolling interests	—		—		—		—		200		200

Distributions to common unitholders ($0.235 per Common Unit)	Distributions to common unitholders ($0.235 per Common Unit)	(86,569)		(783)		—		(87,352)		—		(87,352)		Distributions to common unitholders ($0.235 per Common Unit)	(87,300)		(783)		—		(88,083)		—		(88,083)

Balance at June 30, 2020		$	5,021,166	$	64,948	$	(33,346)	$	5,052,768	$	4,648	$	5,057,416
Balance at September 30, 2020														Balance at September 30, 2020	$	5,050,676	$	65,525	$	(32,457)	$	5,083,744	$	4,903	$	5,088,647


Balance at December 31, 2019	Balance at December 31, 2019	$	5,053,151	$	57,575	$	(35,036)	$	5,075,690	$	4,570	5,080,260		Balance at December 31, 2019	$	5,053,151	$	57,575	$	(35,036)	$	5,075,690	$	4,570	5,080,260
Net income	Net income	59,276		526		—		59,802		78		59,880		Net income	131,099		1,164		—		132,263		133		132,396
Other comprehensive income	Other comprehensive income	—		—		1,690		1,690		—		1,690		Other comprehensive income	—		—		2,579		2,579		—		2,579
Capital contribution from the General Partner	Capital contribution from the General Partner	76,678		—		—		76,678		—		76,678		Capital contribution from the General Partner	119,765		—		—		119,765		—		119,765
Stock-based compensation plan activity	Stock-based compensation plan activity	5,192		8,413		—		13,605		—		13,605		Stock-based compensation plan activity	7,092		9,135		—		16,227		—		16,227
Contributions from noncontrolling interests														Contributions from noncontrolling interests	—		—		—		—		200		200

Distributions to common unitholders ($0.47 per Common Unit)		(173,131)		(1,566)		—		(174,697)		—		(174,697)
Distributions to common unitholders ($0.705 per Common Unit)														Distributions to common unitholders ($0.705 per Common Unit)	(260,431)		(2,349)		—		(262,780)		—		(262,780)

Balance at June 30, 2020		$	5,021,166	$	64,948	$	(33,346)	$	5,052,768	$	4,648	$	5,057,416
Balance at September 30, 2020														Balance at September 30, 2020	$	5,050,676	$	65,525	$	(32,457)	$	5,083,744	$	4,903	$	5,088,647


		Common Unitholders																	Common Unitholders
		General		Limited		Accumulated									General		Limited		Accumulated
		Partner's		Partners'		Other		Total							Partner's		Partners'		Other		Total
		Common Equity		Common Equity		Comprehensive Loss		Partners' Equity		Noncontrolling Interests		Total Equity			Common Equity		Common Equity		Comprehensive Loss		Partners' Equity		Noncontrolling Interests		Total Equity
Balance at March 31, 2019		$	4,635,628	$	54,941	$	(14,018)	$	4,676,551	$	4,620	$	4,681,171
Balance at June 30, 2019														Balance at June 30, 2019	$	4,669,314	$	56,910	$	(28,717)	$	4,697,507	$	4,614	$	4,702,121
Net income	Net income	71,053		621		—		71,674		(6)		71,668		Net income	226,566		1,968		—		228,534		(3)		228,531
Other comprehensive loss	Other comprehensive loss	—		—		(14,699)		(14,699)		—		(14,699)		Other comprehensive loss	—		—		(13,387)		(13,387)		—		(13,387)
Capital contribution from the General Partner	Capital contribution from the General Partner	37,636		—		—		37,636		—		37,636		Capital contribution from the General Partner	180,544		—		—		180,544		—		180,544
Stock-based compensation plan activity	Stock-based compensation plan activity	2,310		2,023		—		4,333		—		4,333		Stock-based compensation plan activity	1,386		534		—		1,920		—		1,920

Distributions to common unitholders ($0.215 per Common Unit)	Distributions to common unitholders ($0.215 per Common Unit)	(77,313)		(675)		—		(77,988)		—		(77,988)		Distributions to common unitholders ($0.215 per Common Unit)	(77,773)		(676)		—		(78,449)		—		(78,449)

Distributions to noncontrolling interests														Distributions to noncontrolling interests	—		—		—		—		(8)		(8)

Balance at June 30, 2019		$	4,669,314	$	56,910	$	(28,717)	$	4,697,507	$	4,614	$	4,702,121
Balance at September 30, 2019														Balance at September 30, 2019	$	5,000,037	$	58,736	$	(42,104)	$	5,016,669	$	4,603	$	5,021,272


Balance at December 31, 2018	Balance at December 31, 2018	$	4,662,877	$	50,585	$	(4,676)	$	4,708,786	$	4,457	$	4,713,243	Balance at December 31, 2018	$	4,662,877	$	50,585	$	(4,676)	$	4,708,786	$	4,457	$	4,713,243
Net income	Net income	115,604		1,003		—		116,607		(16)		116,591		Net income	342,170		2,971		—		345,141		(19)		345,122
Other comprehensive loss	Other comprehensive loss	—		—		(24,041)		(24,041)		—		(24,041)		Other comprehensive loss	—		—		(37,428)		(37,428)		—		(37,428)
Capital contribution from the General Partner	Capital contribution from the General Partner	42,128				—		42,128		—		42,128		Capital contribution from the General Partner	222,672		—		—		222,672		—		222,672
Stock-based compensation plan activity	Stock-based compensation plan activity	3,255		6,675		—		9,930		—		9,930		Stock-based compensation plan activity	4,641		7,209		—		11,850		—		11,850
Contributions from noncontrolling interests	Contributions from noncontrolling interests	—		—		—		—		312		312		Contributions from noncontrolling interests	—		—		—		—		312		312

Distributions to common unitholders ($0.43 per Common Unit)		(154,550)		(1,353)		—		(155,903)		—		(155,903)
Distributions to common unitholders ($0.645 per Common Unit)														Distributions to common unitholders ($0.645 per Common Unit)	(232,323)		(2,029)		—		(234,352)		—		(234,352)

Distributions to noncontrolling interests	Distributions to noncontrolling interests	—		—		—		—		(139)		(139)		Distributions to noncontrolling interests	—		—		—		—		(147)		(147)

Balance at June 30, 2019		$	4,669,314	$	56,910	$	(28,717)	$	4,697,507	$	4,614	$	4,702,121
Balance at September 30, 2019														Balance at September 30, 2019	$	5,000,037	$	58,736	$	(42,104)	$	5,016,669	$	4,603	$	5,021,272

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General Basis of Presentation

The interim consolidated financial statements included herein have been prepared by the General Partner and the Partnership. The 2019 year-end consolidated balance sheet data included in this Report was derived from the audited financial statements in the combined Annual Report on Form 10-K of the General Partner and the Partnership for the year ended December 31, 2019 (the "2019 Annual Report"), but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). The financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenue and expenses during the reporting period. Our actual results could differ from those estimates and assumptions. These financial statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations included herein and the consolidated financial statements and notes thereto included in the 2019 Annual Report.

The General Partner was formed in 1985, and we believe that it qualifies as a REIT under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Partnership was formed on October 4, 1993, when the General Partner contributed all of its properties and related assets and liabilities, together with the net proceeds from an offering of additional shares of its common stock, to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest whose operations began in 1972.

The General Partner is the sole general partner of the Partnership, owning approximately 99.1% of the Common Units at ~~June~~September 30, 2020. The remaining 0.9% of the Common Units are owned by limited partners. As the sole general partner of the Partnership, the General Partner has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Partnership. The General Partner and the Partnership are operated as one enterprise. The management of the General Partner consists of the same members as the management of the Partnership. As the sole general partner with control of the Partnership, the General Partner consolidates the Partnership for financial reporting purposes, and the General Partner does not have any significant assets other than its investment in the Partnership. Therefore, the assets and liabilities of the General Partner and the Partnership are substantially the same.

Limited partners have the right to redeem their Limited Partner Units, subject to certain restrictions. Pursuant to the Fifth Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"), the General Partner is obligated to redeem the Limited Partner Units in shares of its common stock, unless it determines in its reasonable discretion that the issuance of shares of its common stock could cause it to fail to qualify as a REIT. Each Limited Partner Unit shall be redeemed for one share of the General Partner's common stock, or, in the event that the issuance of shares could cause the General Partner to fail to qualify as a REIT, cash equal to the fair market value of one share of the General Partner's common stock at the time of redemption, in each case, subject to certain adjustments described in the Partnership Agreement. The Limited Partner Units are not required, per the terms of the Partnership Agreement, to be redeemed in registered shares of the General Partner.

As of ~~June~~September 30, 2020, we owned and operated a portfolio primarily consisting of industrial properties and provided real estate services to third-party ~~owners.~~owners and customers. Substantially all of our Rental Operations (see Note 11) are conducted through the Partnership. We conduct our Service Operations (see Note 11) through Duke Realty Services, LLC, Duke Realty Services Limited Partnership and Duke Construction Limited Partnership ("DCLP"), which are consolidated entities that are 100% owned by a combination of the General Partner and the Partnership. DCLP is owned through a taxable REIT subsidiary. The consolidated financial statements include our accounts and the accounts of our majority-owned or controlled subsidiaries.

2. Leases

Lease Income

Our leases generally include scheduled rent increases, but do not include variable payments based on indexes. Our rental revenue is primarily based on fixed, non-cancelable leases. Our variable rental revenue primarily consists of amounts recovered from lessees for property tax, insurance and common area maintenance ("CAM").

If we conclude that collection of lease payments are not probable, any difference between the revenue that would have been recognized under the straight-line method and the lease payments that have been collected is recognized as a current period adjustment to rental revenues. Any other changes in collectability reserves for leases not subject to the collectability constraint are also recorded as a current period adjustment to rental revenues.

All revenues related to lease and lease-related services are included in, and comprise substantially all of, the caption "Rental and Related Revenue" on the Consolidated Statements of Operations and Comprehensive Income. The components of Rental and Related Revenue are as follows (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
Rental revenue - fixed payments	Rental revenue - fixed payments	$	169,617	$	161,483	$	331,224	$	318,157	Rental revenue - fixed payments	$	176,085	$	163,516	$	507,309	$	481,674
Rental revenue - variable payments (1)	Rental revenue - variable payments (1)	56,757		51,624		113,905		104,915		Rental revenue - variable payments (1)	59,306		51,858		173,211		156,772
Rental and related revenue	Rental and related revenue	$	226,374	$	213,107	$	445,129	$	423,072	Rental and related revenue	$	235,391	$	215,374	$	680,520	$	638,446

(1) Primarily includes tenant recoveries for real estate taxes, insurance and CAM.

Accounting for Lease Concessions Granted in Connection with the COVID-19 Outbreak

On April 8, 2020, the Financial Accounting Standard Board ("FASB") held a public meeting and shortly afterwards issued a question-and-answer ("Q&A") document which was intended to provide accounting relief for lease concessions related to the COVID-19 pandemic. The accounting relief permits an entity to choose to forgo the evaluation of the enforceable rights and obligations of a lease contract, which is a requirement of Accounting Standards Codification Topic 842, Leases ("ASC 842"), as long as the total rent payments after the lease concessions are substantially the same, or less than, the total payments previously required by the lease. An entity may account for COVID-19 related lease concessions either (i) as if they were part of the enforceable rights and obligations of the parties under the existing lease contract; or (ii) as a lease modification. To the extent that a rent concession is granted as a deferral of payments, but the total lease payments are substantially the same, lessors are allowed to account for the concession as if no change had been made to the original lease contract.

Based on the Q&A, an entity is not required to account for all lease concessions related to the effects of the COVID-19 pandemic under one elected ~~option,~~option; however, the entity is required to apply the elected option consistently to leases with similar characteristics and in similar circumstances. As of ~~July 28,~~September 30, 2020, we have executed agreements with certain tenants allowing for the deferral of rental payments totaling ~~$7.8~~$8.1 million. ~~Some of these deferred amounts pertain to rents originally due subsequent to June 30, 2020.~~ The substantial majority of these agreements required repayment of deferred amounts within twelve months of their execution. The tenants with whom we have executed agreements allowing for deferral of rental payments have paid all amounts due under their revised billing schedules through September 30, 2020.

The rental deferral agreements that we have executed, where the revised payment terms require repayment of deferred amounts within twelve months of their execution, are eligible for the alternate accounting treatment allowed through the Q&A. We have elected to account for these deferred rental agreements as if the deferral of rental payments was an enforceable right in the original lease agreements. This accounting election resulted in us not modifying the pattern of revenue recognition for these leases, to the extent they are collectable, and all deferred amounts related to leases to which we are applying this accounting treatment are classified within Accounts Receivable on the ~~June~~September 30, 2020 Consolidated Balance Sheets.

For deferred rental agreements where the revised terms do not require repayment of the full amount of deferred amounts within twelve months of their execution, even if such revised payment terms fall within the scope of the relief offered by the Q&A, we have continued to apply lease modification accounting as stipulated by ASC 842.

Lessee Accounting

As of ~~June~~September 30, 2020, our lease arrangements, where we are the lessee, primarily consisted of office and ground leases. All of our office leases ~~which~~ are classified as operating leases under ASC 842. ~~A $40.8 million~~Ground leases that were classified as operating leases prior to adoption of ASC 842 continue to be accounted for as operating leases by electing the practical expedient under ASC 842. In July 2020, we entered into a new ground lease which met the criteria to be classified as a finance lease. As of September 30, 2020, right-of-use ~~asset~~("ROU") assets related to ~~these~~our operating leases isand finance lease were $40.2 million and $34.4 million, respectively, which are included inwithin Other Escrow Deposits and Other Assets ~~and a~~on our Consolidated Balance Sheets as of September 30, 2020. The corresponding lease ~~liability~~liabilities related to these operating leases and finance lease of ~~$43.8~~$43.5 million isand $34.3 million, respectively, are included in Other Liabilities on our Consolidated Balance Sheets as of ~~June~~September 30, 2020, and ~~represents~~represent the discounted value of the future lease payments required under our lease agreements. As of December 31, 2019, total ROU assets and liabilities for operating leases were $40.5 million and $46.9 million, respectively. In determining these amounts, we elected an available practical expedient that allows us, as a lessee, to not separate lease and non-lease components.

3. Reclassifications

There have been no amounts in the accompanying consolidated financial statements for 2019 reclassified to conform to the 2020 consolidated financial statement presentation.

4. Restricted Cash

Restricted cash primarily consists of cash proceeds from dispositions but restricted only for qualifying like-kind exchange transactions and cash held in escrow related to acquisition and disposition holdbacks. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (in thousands):


		June 30, 2020			December 31, 2019			September 30, 2020		December 31, 2019
Cash and cash equivalents	Cash and cash equivalents	$	29,870		$	110,891	Cash and cash equivalents	$	6,748	$	110,891
Restricted cash held in escrow for like-kind exchange	Restricted cash held in escrow for like-kind exchange	—			1,673		Restricted cash held in escrow for like-kind exchange	0		1,673
Restricted cash included in other escrow deposits and other assets	Restricted cash included in other escrow deposits and other assets	28,726		��	8,867		Restricted cash included in other escrow deposits and other assets	6,650		8,867
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows	Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows	$	58,596		$	121,431	Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows	$	13,398	$	121,431

5. Variable Interest Entities

Partnership

Due to the fact that the Limited Partners do not have kick out rights, or substantive participating rights, the Partnership is a variable interest entity ("VIE"). Because the General Partner holds majority ownership and exercises control over every aspect of the Partnership's operations, the General Partner has been determined as the primary beneficiary and, therefore, consolidates the Partnership.

The assets and liabilities of the General Partner and the Partnership are substantially the same, as the General Partner does not have any significant assets other than its investment in the Partnership. All of the Company's debt is an obligation of the Partnership.

Joint Ventures

We have equity interests in unconsolidated joint ventures that primarily own and operate rental properties or hold land for development. We consolidate those joint ventures that are considered to be VIEs where we are the primary beneficiary. We analyze our investments in joint ventures to determine if the joint venture is considered a VIE and would require consolidation. We (i) evaluate the sufficiency of the total equity investment at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether there are

limited partners (or similar owning entities) that lack substantive participating or kick out rights and (iii) establish whether or not activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination.

To the extent that we own interests in a VIE and we (i) are the sole entity that has the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent we own interests in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary. Consolidated joint ventures that are VIEs are not significant in any period presented in these consolidated financial statements.

To the extent that our joint ventures do not qualify as VIEs, they are consolidated if we control them through majority ownership interests or if we are the managing entity (general partner or managing member) and the other partner does not have substantive participating rights. Control is further demonstrated by our ability to unilaterally make significant operating decisions, refinance debt and sell the assets of the joint venture without the consent of the non-managing entity and the inability of the non-managing entity to remove us from our role as the managing entity. Consolidated joint ventures that are not VIEs are not significant in any period presented in these consolidated financial statements.

There were no unconsolidated joint ventures, in which we have any recognized assets or liabilities or have retained any economic exposure to loss at ~~June~~September 30, 2020, that met the criteria to be considered VIEs. Our maximum loss exposure for guarantees of unconsolidated joint venture indebtedness, none of which relate to VIEs, totaled ~~$59.9~~$66.5 million at ~~June~~September 30, 2020.

6. Acquisitions and Dispositions

Acquisitions and dispositions for the periods presented were completed in accordance with our strategy to reposition our investment concentration among the markets in which we operate and to increase our overall investments in quality industrial projects. Transaction costs related to asset acquisitions are capitalized and transaction costs related to business combinations and dispositions are expensed.

Acquisitions

~~We did not acquire any buildings during the six months ended June 30, 2020.~~ We paid cash of ~~$108.2~~$85.5 million and $146.6 million for building acquisitions during the ~~six~~nine months ended ~~June~~ September 30, 2020 and September 30, 2019, respectively.

We acquired 5 properties during the nine months ended September 30, 2020. We determined that these properties did not meet the definition of a business and, accordingly, we accounted for them as asset acquisitions as opposed to business combinations.

The following table summarizes amounts recognized for each major class of assets and liabilities (in thousands) for these acquisitions during the nine months ended September 30, 2020:


Real estate assets	$	115,257
Lease related intangible assets	4,890
Total acquired assets	120,147
Secured debt	25,455
Below market lease liability	8,079
Other liabilities	371
Total assumed liabilities	33,905
Fair value of acquired net assets	$	86,242

The leases in the acquired properties had a weighted average remaining life at acquisition of approximately 6.9 years.

Fair Value Measurements

We determine the fair value of the individual components of real estate asset acquisitions primarily through calculating the "as-if vacant" value of a building, using an income approach, which relies significantly upon internally determined assumptions. We have determined that these estimates primarily rely upon level 3 inputs, which are unobservable inputs based on our own assumptions. The most significant assumptions used in calculating the "as-if vacant" value for acquisition activity during the nine months ended September 30, 2020 are as follows:


	Low	High
Exit capitalization rate	4.7%	5.5%
Net rental rate per square foot	$7.50	$11.04

Capitalized acquisition costs were insignificant and the fair value of the 5 properties acquired during the nine months ended September 30, 2020 was substantially the same as the cost of acquisition.

Dispositions

Dispositions of buildings and undeveloped land generated net cash proceeds of ~~$34.5~~$55.7 million and ~~$97.5~~$379.8 million during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. The number of buildings sold, as well as their classification between continuing and discontinued operations, is disclosed in Note 12.

During the ~~six~~nine months ended ~~June~~September 30, 2020, we collected the remaining $110.0 million of principal on our outstanding notes receivable, which was related to the sale of our medical office portfolio during 2017.

7. Indebtedness

All debt is issued directly or indirectly by the Partnership. The General Partner does not have any indebtedness, but does guarantee some of the unsecured debt of the Partnership. The following table summarizes the book value and changes in the fair value of our debt (in thousands):


		Book Value at 12/31/2019		Book Value at 6/30/2020		Fair Value at 12/31/2019		Issuances and Assumptions		Payments/Payoffs		Adjustments to Fair Value		Fair Value at 6/30/2020			Book Value at 12/31/2019		Book Value at 9/30/2020		Fair Value at 12/31/2019		Issuances and Assumptions		Payments/Payoffs		Adjustments to Fair Value		Fair Value at 9/30/2020
Fixed rate secured debt	Fixed rate secured debt	$	32,287	$	48,737	$	34,547	$	18,400	$	(1,906)	$	(9,450)	$	41,591	Fixed rate secured debt	$	32,287	$	73,092	$	34,547	$	43,855	$	(2,984)	$	1,776	$	77,195
Variable rate secured debt	Variable rate secured debt	1,900		1,900		1,900		—		—		—		1,900		Variable rate secured debt	1,900		1,600		1,900		0		(300)		0		1,600
Unsecured debt	Unsecured debt	2,900,000		3,058,740		3,045,485		675,000		(516,260)		143,342		3,347,567		Unsecured debt	2,900,000		3,058,740		3,045,485		675,000		(516,260)		158,947		3,363,172

Unsecured line of credit																Unsecured line of credit	0		47,000		0		47,000		0		0		47,000
Total	Total	$	2,934,187	$	3,109,377	$	3,081,932	$	693,400	$	(518,166)	$	133,892	$	3,391,058	Total	$	2,934,187	$	3,180,432	$	3,081,932	$	765,855	$	(519,544)	$	160,723	$	3,488,967
Less: Deferred financing costs	Less: Deferred financing costs	19,422		34,191												Less: Deferred financing costs	19,422		34,004
Total indebtedness as reported on the consolidated balance sheets	Total indebtedness as reported on the consolidated balance sheets	$	2,914,765	$	3,075,186											Total indebtedness as reported on the consolidated balance sheets	$	2,914,765	$	3,146,428

Secured Debt

Because our fixed rate secured debt is not actively traded in any marketplace, we utilized a discounted cash flow methodology to determine its fair value. Accordingly, we calculated fair value by applying an estimate of the current market rate to discount the debt's remaining contractual cash flows. Our estimate of a current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. The estimated market rates for all of our current fixed rate secured debt are between ~~2.20%~~1.60% and ~~2.90%~~2.50%, depending on the attributes of the specific loans. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value for our fixed rate secured debt was primarily based upon level 3 inputs.

In February 2020, a consolidated joint venture obtained an $18.4 million secured loan from a third party financial institution, with a fixed annual interest rate of 3.41% and a maturity date of March 1, 2035.

In September 2020, we assumed 2 secured loans in conjunction with a 2-building asset acquisition. These assumed loans had a total face value of $21.5 million and fair value of $25.5 million. These assumed loans had a weighted average remaining term at acquisition of 11.8 years and carried a weighted average stated interest rate of 4.54%. The difference between the fair value and the face value of loans assumed in connection with the acquisition is recorded as a premium and amortized to interest expense over the life of the loans assumed. We used an estimated market interest rate of 2.50% in determining the fair values of these loans.

Unsecured Debt

At ~~June~~September 30, 2020, all of our unsecured debt bore interest at fixed rates and primarily consisted of unsecured notes that are publicly traded. We utilized broker estimates in estimating the fair value of our fixed rate unsecured debt. Our unsecured notes are thinly traded and, in certain cases, the broker estimates were not based upon comparable transactions. The broker estimates took into account any recent trades within the same series of our fixed rate unsecured debt, comparisons to recent trades of other series of our fixed rate unsecured debt, trades of fixed rate unsecured debt from companies with profiles similar to ours, as well as overall economic conditions. We reviewed these broker estimates for reasonableness and accuracy, considering whether the estimates were based upon market participant assumptions within the principal and most advantageous market and whether any other observable inputs would be more accurate indicators of fair value than the broker estimates. We concluded that the broker estimates were representative of fair value. We have determined that our estimation of the fair value of our fixed rate unsecured debt was primarily based upon level 3 inputs. The estimated trading values of our fixed rate unsecured debt, depending on the maturity and coupon rates, ranged from ~~99.00%~~100.00% to ~~136.00%~~137.00% of face value.

In February 2020, we issued $325.0 million of senior unsecured notes bearing interest at a stated interest rate of 3.05% and maturing on March 1, 2050, at 97.35% of par value, resulting in an effective interest rate of 3.19%. Proceeds from the unsecured notes offering were primarily used to repay the $300.0 million of 4.38% senior unsecured notes due 2022. In connection with the early redemption of these notes, we recognized a loss of $17.8 million consisting of a repayment premium and write-off of deferred financing costs.

In June 2020, we issued $350.0 million of senior unsecured notes bearing interest at a stated interest rate of 1.75% and maturing on July 1, 2030, at 99.07% of par value, resulting in an effective interest rate of 1.85%. Proceeds from the unsecured notes offering were primarily used to repurchase and cancel $216.3 million of 3.88% senior unsecured notes due 2022 pursuant to a tender offer completed by the Partnership in June 2020. In connection with the early cancellation of these notes, we recognized a loss of ~~$15.0~~$15.1 million consisting of a repayment premium and write-off of deferred financing costs.

The indentures (and related supplemental indentures) governing our outstanding series of unsecured notes also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such financial covenants at ~~June~~September 30, 2020.

Unsecured Line of Credit

Our unsecured line of credit at ~~June~~September 30, 2020 is described as follows (in thousands):

~~Description~~

Borrowing
Capacity

~~Maturity Date~~

~~Outstanding Balance at June 30, 2020~~

~~Unsecured Line of Credit - Partnership~~

~~1,200,000~~

~~January 30, 2022~~

—


Description	Borrowing Capacity		Maturity Date	Outstanding Balance at September 30, 2020
Unsecured Line of Credit - Partnership	$	1,200,000	January 30, 2022	$	47,000

The Partnership's unsecured line of credit has an interest rate on borrowings of LIBOR plus 0.875% (equal to 1.04% for our outstanding borrowings at September 30, 2020) and has a maturity date of January 30, 2022, with options to extend until January 30, 2023. Subject to certain conditions, the terms also include an option to increase the facility by up to an additional $800.0 million, for a total of up to $2.00 billion. This line of credit provides us with an option to obtain borrowings from financial institutions that participate in the line at rates that may be lower than the stated interest rate, subject to certain restrictions.

This line of credit contains financial covenants that require us to meet certain financial ratios and defined levels of performance, including those related to fixed charge coverage, unsecured interest expense coverage and debt-to-asset value (with asset value being defined in the Partnership's unsecured line of credit agreement). At ~~June~~September 30, 2020, we were in compliance with all financial covenants under this line of credit.

~~To the extent there are outstanding borrowings, we~~We utilize a discounted cash flow methodology in order to estimate the fair value of outstanding borrowings on our unsecured line of credit. To the extent that credit spreads have changed since the origination of the line of credit, the net present value of the difference between future contractual interest payments and future interest payments based on our estimate of a current market rate would represent the difference between the book value and the fair value. This estimate of a current market rate is based upon the rate, considering current market conditions and our specific credit profile, at which we estimate we could obtain similar borrowings. As our credit spreads have not changed appreciably, we believe that the contractual interest rate and the current market rate on any outstanding borrowings on the line of credit are the same. The current market rate is internally estimated and therefore is primarily based upon a level 3 input.

8. Shareholders' Equity of the General Partner and Partners' Capital of the Partnership

General Partner

The General Partner has an at the market ("ATM") equity program that allows it to issue and sell its common shares through sales agents from time to time. The current ATM equity program provides for the sale of up to $400.0 million of shares of the General Partner's common stock. Actual sales under the ATM equity program depend on a variety of factors to be determined by the General Partner, including, among others, market conditions, the trading price of the General Partner’s common stock, determinations by the General Partner of the appropriate sources of funding and potential uses of funding available.

During the ~~six~~nine months ended ~~June~~September 30, 2020, the General Partner issued ~~2.0~~3.0 million common shares pursuant to its ATM equity program, generating gross proceeds of ~~$71.6~~$110.6 million and, after deducting commissions and other costs, net proceeds of ~~$70.7~~$109.1 million. The proceeds from these sales were contributed to the Partnership and used to fund development activities.

Partnership

For each common share or preferred share that the General Partner issues, the Partnership issues a corresponding General Partner Unit or Preferred Unit, as applicable, to the General Partner in exchange for the contribution of the proceeds from the stock issuance. Similarly, when the General Partner redeems or repurchases common shares or preferred shares, the Partnership redeems the corresponding General Partner Units or Preferred Units held by the General Partner at the same price.

9. Related Party Transactions

We provide property management, asset management, leasing, construction and other tenant-related services to unconsolidated joint ventures in which we have equity interests. We recorded the corresponding fees based on contractual terms that approximate market rates for these types of services and have eliminated our ownership percentage of these fees in the consolidated financial statements. The following table summarizes the fees earned from these joint ventures, prior to the elimination of our ownership percentage (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,

		2020		2019		2020		2019			2020		2019		2020		2019
Management fees	Management fees	$	396	$	443	$	744	$	865	Management fees	$	398	$	452	$	1,143	$	1,318
Leasing fees	Leasing fees	$	—	$	408	$	451	$	556	Leasing fees	$	60	$	759	$	511	$	1,315
Construction and development fees	Construction and development fees	$	860	$	1,742	$	1,221	$	3,938	Construction and development fees	$	874	$	582	$	2,095	$	4,520

10. Net Income per Common Share or Common Unit

Basic net income per common share or Common Unit is computed by dividing net income attributable to common shareholders or common unitholders, less dividends or distributions on share-based awards expected to vest (referred to as "participating securities" and primarily composed of unvested restricted stock units), by the weighted average number of common shares or Common Units outstanding for the period.

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Diluted net income per common share is computed by dividing the sum of net income attributable to common shareholders and the noncontrolling interest in earnings allocable to Limited Partner Units (to the extent the Limited Partner Units are dilutive), less dividends or distributions on participating securities that are anti-dilutive, by the sum of the weighted average number of common shares outstanding and, to the extent they are dilutive, weighted average number of Limited Partner Units outstanding and any potential dilutive securities for the period. Diluted net income per Common Unit is computed by dividing the net income attributable to common unitholders, less dividends or distributions on participating securities that are anti-dilutive, by the sum of the weighted average number of Common Units outstanding and any potential dilutive securities for the period. The following table reconciles the components of basic and diluted net income per common share or Common Unit (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
General Partner	General Partner									General Partner
Net income attributable to common shareholders	Net income attributable to common shareholders	$	39,820	$	71,053	$	59,276	$	115,604	Net income attributable to common shareholders	$	71,823	$	226,566	$	131,099	$	342,170
Less: dividends on participating securities	Less: dividends on participating securities	(356)		(388)		(712)		(777)		Less: dividends on participating securities	(352)		(350)		(1,064)		(1,125)
Basic net income attributable to common shareholders	Basic net income attributable to common shareholders	$	39,464	$	70,665	$	58,564	$	114,827	Basic net income attributable to common shareholders	$	71,471	$	226,216	$	130,035	$	341,045
Add back dividends on dilutive participating securities	Add back dividends on dilutive participating securities	—		—		—		—		Add back dividends on dilutive participating securities	0		350		0		1,125
Noncontrolling interest in earnings of common unitholders	Noncontrolling interest in earnings of common unitholders	356		621		526		1,003		Noncontrolling interest in earnings of common unitholders	638		1,968		1,164		2,971
Diluted net income attributable to common shareholders	Diluted net income attributable to common shareholders	$	39,820	$	71,286	$	59,090	$	115,830	Diluted net income attributable to common shareholders	$	72,109	$	228,534	$	131,199	$	345,141
Weighted average number of common shares outstanding	Weighted average number of common shares outstanding	368,836		359,681		368,513		359,412		Weighted average number of common shares outstanding	371,082		362,416		369,375		360,424
Weighted average Limited Partner Units outstanding	Weighted average Limited Partner Units outstanding	3,331		3,145		3,277		3,105		Weighted average Limited Partner Units outstanding	3,330		3,142		3,296		3,118
Other potential dilutive shares	Other potential dilutive shares	406		100		407		98		Other potential dilutive shares	422		1,713		420		1,801
Weighted average number of common shares and potential dilutive securities	Weighted average number of common shares and potential dilutive securities	372,573		362,926		372,197		362,615		Weighted average number of common shares and potential dilutive securities	374,834		367,271		373,091		365,343

Partnership	Partnership									Partnership
Net income attributable to common unitholders	Net income attributable to common unitholders	$	40,176	$	71,674	$	59,802	$	116,607	Net income attributable to common unitholders	$	72,461	$	228,534	$	132,263	$	345,141
Less: distributions on participating securities	Less: distributions on participating securities	(356)		(388)		(712)		(777)		Less: distributions on participating securities	(352)		(350)		(1,064)		(1,125)
Basic net income attributable to common unitholders	Basic net income attributable to common unitholders	$	39,820	$	71,286	$	59,090	$	115,830	Basic net income attributable to common unitholders	$	72,109	$	228,184	$	131,199	$	344,016
Add back distributions on dilutive participating securities	Add back distributions on dilutive participating securities	—		—		—		—		Add back distributions on dilutive participating securities	0		350		0		1,125
Diluted net income attributable to common unitholders	Diluted net income attributable to common unitholders	$	39,820	$	71,286	$	59,090	$	115,830	Diluted net income attributable to common unitholders	$	72,109	$	228,534	$	131,199	$	345,141
Weighted average number of Common Units outstanding	Weighted average number of Common Units outstanding	372,167		362,826		371,790		362,517		Weighted average number of Common Units outstanding	374,412		365,558		372,671		363,542
Other potential dilutive units	Other potential dilutive units	406		100		407		98		Other potential dilutive units	422		1,713		420		1,801
Weighted average number of Common Units and potential dilutive securities	Weighted average number of Common Units and potential dilutive securities	372,573		362,926		372,197		362,615		Weighted average number of Common Units and potential dilutive securities	374,834		367,271		373,091		365,343

The following table summarizes the data that is excluded from the computation of net income per common share or Common Unit as a result of being anti-dilutive (in thousands):


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended September 30,		Nine Months Ended September 30,
		2020	2019	2020	2019		2020	2019	2020	2019

General Partner and Partnership	General Partner and Partnership					General Partner and Partnership
Other potential dilutive shares or units:	Other potential dilutive shares or units:					Other potential dilutive shares or units:
Anti-dilutive outstanding potential shares or units under fixed stock option and other stock-based compensation plans	Anti-dilutive outstanding potential shares or units under fixed stock option and other stock-based compensation plans	—	—	—	—	Anti-dilutive outstanding potential shares or units under fixed stock option and other stock-based compensation plans	0	0	0	0
Anti-dilutive outstanding participating securities	Anti-dilutive outstanding participating securities	1,660	1,960	1,660	1,960	Anti-dilutive outstanding participating securities	1,642	0	1,642	0

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11. Segment Reporting

Reportable Segments

As of ~~June~~September 30, 2020, we had 2 reportable operating segments, the first consisting of the ownership and rental of industrial real estate investments. ~~Our ongoing~~We continue to increase our investments in ~~new real estate investments are determined~~quality industrial properties largely ~~upon~~based on anticipated geographic trends in supply and demand for industrial buildings, as well as the real estate needs of our major tenants that operate on a national level. ~~Our strategic initiatives and~~We treat our allocation of resources have been historically based upon allocation among product types, which was consistent with our designation of reportable segments, and after having sold nearly all of our office and medical office properties we continue to increase our investment in industrial properties ~~and treat them~~ as a single operating and reportable ~~segment.~~segment based on our method of internal reporting. Properties not included in our reportable segments, because they are not industrial properties and do not by themselves meet the quantitative thresholds for separate presentation as a reportable segment, are generally referred to as non-reportable Rental Operations. Our non-reportable Rental Operations primarily include our remaining office properties and medical office property at ~~June~~September 30, 2020. The operations of our industrial properties, as well as our non-reportable Rental Operations, are collectively referred to as "Rental Operations."

Our second reportable segment consists of various real estate services such as development, general contracting, construction management, property management, asset management, maintenance ~~leasing, development, general contracting~~ and ~~construction management~~leasing to third-party property customers, owners and joint ventures, and is collectively referred to as "Service Operations." The Service Operations segment is identified as one single operating segment because the lowest level of financial results reviewed by our chief operating decision maker are the results for the Service Operations segment in total. Further, our reportable segments are managed separately because each segment requires different operating strategies and management expertise.

Revenues by Reportable Segment

The following table shows the revenues for each of the reportable segments, as well as a reconciliation to consolidated revenues (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
Revenues	Revenues									Revenues
Rental Operations:	Rental Operations:									Rental Operations:
Industrial	Industrial	$	224,472	$	211,004	$	441,424	$	419,407	Industrial	$	233,572	$	213,819	$	674,996	$	633,226
Non-reportable Rental Operations	Non-reportable Rental Operations	1,383		1,478		2,911		2,930		Non-reportable Rental Operations	1,499		1,471		4,410		4,401
Service Operations	Service Operations	12,137		23,919		19,751		78,883		Service Operations	26,637		25,955		46,388		104,838
Total segment revenues	Total segment revenues	237,992		236,401		464,086		501,220		Total segment revenues	261,708		241,245		725,794		742,465
Other revenue	Other revenue	519		625		794		735		Other revenue	320		84		1,114		819
Consolidated revenue	Consolidated revenue	$	238,511	$	237,026	$	464,880	$	501,955	Consolidated revenue	$	262,028	$	241,329	$	726,908	$	743,284

Supplemental Performance Measure

Property-level net operating income on a cash basis ("PNOI") is the non-GAAP supplemental performance measure that we use to evaluate the performance of, and to allocate resources among, the real estate investments in the reportable and operating segments that comprise our Rental Operations. PNOI for our Rental Operations segments is comprised of rental revenues from continuing operations less rental expenses and real estate taxes from continuing operations, along with certain other adjusting items (collectively referred to as "Rental Operations revenues and expenses excluded from PNOI," as shown in the following table). Additionally, we do not allocate interest expense, depreciation expense and certain other non-property specific revenues and expenses (collectively referred to as "Non-Segment Items," as shown in the following table) to our individual operating segments.

We evaluate the performance of our Service Operations reportable segment using net income or loss, as allocated to that segment ("Earnings from Service Operations").

The most comparable GAAP measure to PNOI is income from continuing operations before income taxes. PNOI excludes expenses that materially impact our overall results of operations and, therefore, should not be considered as a substitute for income from continuing operations before income taxes or any other measures derived in accordance with GAAP. Furthermore, PNOI may not be comparable to other similarly titled measures of other companies.

The following table shows a reconciliation of our segment-level measures of profitability to consolidated income from continuing operations before income taxes (in thousands and excluding discontinued operations):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
PNOI	PNOI									PNOI
Industrial	Industrial	$	160,966	$	149,369	$	317,305	$	292,251	Industrial	$	168,123	$	150,672	$	484,973	$	442,475
Non-reportable Rental Operations	Non-reportable Rental Operations	1,053		862		2,872		1,740		Non-reportable Rental Operations	1,092		883		3,964		2,623
PNOI, excluding all sold properties	PNOI, excluding all sold properties	162,019		150,231		320,177		293,991		PNOI, excluding all sold properties	169,215		151,555		488,937		445,098
PNOI from sold properties included in continuing operations	PNOI from sold properties included in continuing operations	(3)		5,952		111		11,944		PNOI from sold properties included in continuing operations	105		4,353		671		16,745
PNOI, continuing operations	PNOI, continuing operations	$	162,016	$	156,183	$	320,288	$	305,935	PNOI, continuing operations	$	169,320	$	155,908	$	489,608	$	461,843

Earnings from Service Operations	Earnings from Service Operations	1,731		730		2,777		3,108		Earnings from Service Operations	2,033		2,315		4,810		5,423

Rental Operations revenues and expenses excluded from PNOI:	Rental Operations revenues and expenses excluded from PNOI:									Rental Operations revenues and expenses excluded from PNOI:
Straight-line rental income and expense, net	Straight-line rental income and expense, net	6,774		4,762		8,476		10,466		Straight-line rental income and expense, net	7,184		5,161		15,660		15,627
Revenues related to lease buyouts	Revenues related to lease buyouts	2,033		—		2,426		19		Revenues related to lease buyouts	179		1,465		2,605		1,484
Amortization of lease concessions and above and below market rents	Amortization of lease concessions and above and below market rents	1,540		1,542		4,097		2,804		Amortization of lease concessions and above and below market rents	1,746		1,741		5,843		4,545
Intercompany rents and other adjusting items	Intercompany rents and other adjusting items	(703)		60		(375)		103		Intercompany rents and other adjusting items	(624)		77		(999)		180
Non-Segment Items:	Non-Segment Items:									Non-Segment Items:
Equity in earnings of unconsolidated joint ventures	Equity in earnings of unconsolidated joint ventures	2,396		4,143		4,935		8,858		Equity in earnings of unconsolidated joint ventures	4,023		3,736		8,958		12,594
Interest expense	Interest expense	(22,841)		(23,510)		(46,335)		(45,642)		Interest expense	(23,059)		(22,604)		(69,394)		(68,246)
Depreciation and amortization expense	Depreciation and amortization expense	(86,704)		(83,004)		(172,063)		(158,996)		Depreciation and amortization expense	(88,596)		(83,924)		(260,659)		(242,920)
Gain on sale of properties	Gain on sale of properties	—		30,592		8,937		30,429		Gain on sale of properties	10,968		173,646		19,905		204,075
Impairment charges	Impairment charges	—		—		(5,626)		—		Impairment charges	0		0		(5,626)		0
Interest and other income, net	Interest and other income, net	216		2,534		1,611		5,292		Interest and other income, net	32		2,085		1,643		7,377
General and administrative expenses	General and administrative expenses	(13,606)		(13,420)		(35,369)		(35,403)		General and administrative expenses	(11,439)		(13,720)		(46,808)		(49,123)
Gain on land sales	Gain on land sales	6,070		1,950		6,205		2,700		Gain on land sales	2,346		3,869		8,551		6,569
Other operating expenses	Other operating expenses	(1,546)		(1,518)		(2,658)		(3,641)		Other operating expenses	(1,772)		(874)		(4,430)		(4,515)
Loss on extinguishment of debt	Loss on extinguishment of debt	(14,972)		—		(32,778)		(13)		Loss on extinguishment of debt	(120)		0		(32,898)		(13)
Gain on involuntary conversion	Gain on involuntary conversion	1,283		—		1,283		2,259		Gain on involuntary conversion	3,029		0		4,312		2,259
Non-incremental costs related to successful leases	Non-incremental costs related to successful leases	(4,034)		(3,447)		(6,559)		(5,603)		Non-incremental costs related to successful leases	(4,058)		(1,123)		(10,617)		(6,726)
Other non-segment revenues and expenses, net	Other non-segment revenues and expenses, net	394		588		327		663		Other non-segment revenues and expenses, net	328		125		655		788
Income from continuing operations before income taxes	Income from continuing operations before income taxes	$	40,047	$	78,185	$	59,599	$	123,338	Income from continuing operations before income taxes	$	71,520	$	227,883	$	131,119	$	351,221

12. Real Estate Assets, Discontinued Operations and Assets Held-for-Sale

Real Estate Assets

Real estate assets, excluding assets held-for-sale, consisted of the following (in thousands):


		June 30, 2020		December 31, 2019			September 30, 2020		December 31, 2019
Buildings and tenant improvements	Buildings and tenant improvements	$	5,541,171	$	5,295,336	Buildings and tenant improvements	$	5,691,561	$	5,295,336
Land and improvements	Land and improvements	2,617,697		2,532,541		Land and improvements	2,753,809		2,532,541
Other real estate investments (1)	Other real estate investments (1)	135,039		165,500		Other real estate investments (1)	123,970		165,500
Real estate assets	Real estate assets	$	8,293,907	$	7,993,377	Real estate assets	$	8,569,340	$	7,993,377

(1) Consists of underutilized in-fill sites, which may have had buildings/structures on site when we acquired them, that are either (i) under lease to a third party and, after the lease ends, are expected to be redeveloped or will require significant capital expenditures before re-leasing; or (ii) industrial/logistics properties that we intend to re-lease after significant retrofitting and/or environmental remediation is completed.

Discontinued Operations

The following table illustrates the number of sold or held-for-sale properties in this report, all of which were excluded from discontinued operations:

Held-for-Sale at June 30, 2020 Sold Year-to-Date in 2020 Sold in 2019 Total
Properties sold or classified as held-for-sale — 1 28 29


	Held-for-Sale at September 30, 2020	Sold Year-to-Date in 2020	Sold in 2019	Total






Properties sold or classified as held-for-sale	0	2	28	30

Allocation of Noncontrolling Interests - General Partner

The following table illustrates the General Partner's share of the income attributable to common shareholders from continuing operations and discontinued operations, reduced by the allocation of income between continuing and discontinued operations to the noncontrolling interests (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
Income from continuing operations attributable to common shareholders	Income from continuing operations attributable to common shareholders	$	39,797	$	70,955	$	59,206	$	115,352	Income from continuing operations attributable to common shareholders	$	71,783	$	226,455	$	130,989	$	341,807
Income from discontinued operations attributable to common shareholders	Income from discontinued operations attributable to common shareholders	23		98		70		252		Income from discontinued operations attributable to common shareholders	40		111		110		363
Net income attributable to common shareholders	Net income attributable to common shareholders	$	39,820	$	71,053	$	59,276	$	115,604	Net income attributable to common shareholders	$	71,823	$	226,566	$	131,099	$	342,170

Allocation of Noncontrolling Interests - Partnership

Substantially all of the income from discontinued operations for all periods presented in the Partnership's Consolidated Statements of Operations and Comprehensive Income is attributable to the common unitholders.

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Assets Held-for-Sale

The following table illustrates aggregate balance sheet information for assets held-for-sale (in thousands):


	~~Held-for-Sale Properties Included in Continuing Operations~~
	~~June 30, 2020~~		~~December 31, 2019~~

~~Land and improvements~~	$	—	$	~~4,561~~
~~Buildings and tenant improvements~~	—		~~18,840~~
~~Undeveloped land~~	—		—
~~Accumulated depreciation~~	—		~~(7,132)~~
~~Deferred leasing and other costs, net~~	—		~~2,100~~
~~Other assets~~	—		94
~~Total assets held-for-sale~~	$	—	$	~~18,463~~




~~Total liabilities related to assets held-for-sale~~	$	—	$	~~887~~


	Held-for-Sale Properties Included in Continuing Operations
	September 30, 2020		December 31, 2019

Land and improvements	$	0	$	4,561
Buildings and tenant improvements	0		18,840
Undeveloped land	0		0
Accumulated depreciation	0		(7,132)
Deferred leasing and other costs, net	0		2,100
Other assets	0		94
Total assets held-for-sale	$	0	$	18,463




Total liabilities related to assets held-for-sale	$	0	$	887

13. Subsequent ~~Events~~Event

Declaration of Dividends/Distributions

The General Partner's board of directors declared the following dividends/distributions at its regularly scheduled board meeting held on ~~July 29,~~October 22, 2020:

Class of stock/units

Quarterly Amount per Share or Unit

Record Date

Payment Date

Common - Quarterly

$~~0.235~~0.255

~~August 14,~~November 16, 2020

~~August 31,~~November 30, 2020

~~COVID-19 Pandemic~~

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our tenants and business partners. Through July 28, 2020, we have collecte~~d over 97.0% of originally scheduled July rent payments while 2.6% of originally scheduled July rent payments have been~~ ~~deferred to later periods pursuant to executed agreements with tenants.~~

While the COVID-19 outbreak did not have a material impact on our financial statements during the six months ended June 30, 2020, we are unable to predict the impact that it will have on our financial condition, results of operations and cash flows in future periods due to numerous uncertainties.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand our operations and our present business environment. Management's Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the notes thereto contained in Part I, Item 1 of this Report, and the consolidated financial statements and notes thereto contained in Part IV, Item 15 of our 2019 Annual Report.

Cautionary Notice Regarding Forward-Looking Statements

Certain statements contained in or incorporated by reference into this Report, including, without limitation, those related to our future operations and those related to our expectations concerning the effects of the COVID-19 pandemic on our future operations and balance sheet, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "believe," "estimate," "expect," "anticipate," "intend," "plan," "strategy," "continue," "seek," "may," "could" and similar expressions or statements regarding future periods are intended to identify forward-looking statements, although not all forward-looking statements may contain such words.

These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Report or in the information incorporated by reference into this Report. Some of the risks, uncertainties and other important factors that may affect future results include, among others:

•The impact of the COVID-19 pandemic on our business, our tenants and the economy in general, including the measures taken by governmental authorities to address it;

•Changes in general economic and business conditions, including the financial condition of our tenants and the value of our real estate assets;

•The General Partner's continued qualification as a REIT for U.S. federal income tax purposes;

•Heightened competition for tenants and potential decreases in property occupancy;

•Potential changes in the financial markets and interest rates;

•Volatility in the General Partner's stock price and trading volume;

•Our continuing ability to raise funds on favorable terms, or at all;

•Our ability to successfully identify, acquire, develop and/or manage properties on terms that are favorable to us;

•Potential increases in real estate construction costs including construction cost increases as the result of trade disputes and tariffs on goods imported in the United States;

•Our real estate asset concentration in the industrial sector and potential volatility in this sector;

•Our ability to successfully dispose of properties on terms that are favorable to us;

•Our ability to successfully integrate our acquired properties;

•Our ability to retain our current credit ratings;

•Inherent risks related to disruption of information technology networks and related systems and cyber security attacks;

•Inherent risks in the real estate business, including, but not limited to, tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments; and

•Other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the Securities and Exchange Commission (the "SEC").

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Although we presently believe that the plans, expectations and anticipated results expressed in or suggested by the forward-looking statements contained in or incorporated by reference into this Report are reasonable, all forward-looking statements are inherently subjective, uncertain and subject to change, as they involve substantial risks and uncertainties, including those beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law.

The above list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included in our 2019 Annual Report and in Part II, Item 1A, "Risk Factors" in this Report. The risk factors contained in our 2019 Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that we make with the SEC.

Business Overview

The General Partner and Partnership collectively specialize in the ownership, management and development of industrial real estate.

The General Partner is a self-administered and self-managed REIT that began operations in 1986 and is the sole general partner of the Partnership. The Partnership is a limited partnership formed in 1993, at which time all of the properties and related assets and liabilities of the General Partner, as well as proceeds from a secondary offering of the General Partner's common shares, were contributed to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest whose operations began in 1972. We operate the General Partner and the Partnership as one enterprise, and therefore, our discussion and analysis refers to the General Partner and its consolidated subsidiaries, including the Partnership, collectively. A more complete description of our business, and of management's philosophy and priorities, is included in our 2019 Annual Report.

At ~~June~~September 30, 2020, we:

•Owned or jointly controlled ~~521~~529 primarily industrial properties, of which ~~507~~517 properties with ~~149.6~~151.8 million square feet were in service and 1412 properties with ~~6.7~~7.0 million square feet were under development. The ~~507~~517 in-service properties were comprised of ~~468~~478 consolidated properties with ~~138.5~~140.6 million square feet and 39 unconsolidated joint venture properties with 11.1 million square feet. The 1412 properties under development consisted of 1311 consolidated properties with ~~6.4~~6.6 million square feet and one unconsolidated joint venture property with 358,000 square feet.

•Owned directly, or through ownership interests in unconsolidated joint ventures (with acreage not adjusted for our percentage ownership interest), approximately ~~1,350~~1,120 acres of land and controlled approximately 900 acres through purchase options.

Our overall strategy is to continue to increase our investment in quality industrial properties primarily through development, on both a speculative and build-to-suit basis, supplemented with acquisitions in higher barrier markets with the highest growth potential.

COVID-19

As the result of the COVID-19 pandemic, we have made various changes to our operations in order to support the health and safety of our associates and the communities in which we operate. The pandemic has had a far-reaching impact on the global economy but the demand for industrial real estate continues to be healthy, especially as the demand for industrial space to support e-commerce has accelerated.

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As of ~~July 28,~~September 30, 2020, we have executed deferral agreements with certain tenants that will eventually allow for ~~$7.8~~$8.1 million of total scheduled rental payments to be deferred and repaid in future periods. ~~Some of these deferred amounts pertain to rents originally due subsequent to June 30, 2020.~~ The substantial majority of these agreements ~~required~~require repayment of the deferred amounts within twelve months of their execution. ~~Through July 28, 2020,~~The tenants with whom we have ~~collected over~~ ~~97.0%~~executed agreements allowing for deferral of ~~originally scheduled July rent payments while 2.6% of originally scheduled July rent~~rental payments have ~~been deferred to later periods pursuant to executed agreements with tenants.~~paid all amounts due under their revised billing schedules through September 30, 2020.

~~We have not started any new~~During the third quarter of 2020, we resumed speculative development ~~projects since~~activity in certain targeted markets based on our leasing activity to date, the ~~beginning~~resilience of the ~~pandemic. We have been~~industrial real estate sector during the COVID-19 pandemic and our belief that we will be able to continue ~~leasing~~to lease our ~~existing~~ speculative ~~space through the second quarter of 2020 and, depending on future economic conditions, we may resume speculative developments in certain markets.~~space.

The pandemic's impact on the overall global economy is continuing and the ultimate impact is unknown at this time. Please see Part II, Item 1A, "Risk Factors" below for additional information about the potential impacts the pandemic may have on our business and results of operations.

Key Performance Indicators

Our operating results depend primarily upon rental income from our Rental Operations. The following discussion highlights the metrics that drive the performance of our Rental Operations, which management uses to operate the business, and that we consider to be critical drivers of future revenues.

Occupancy Analysis

Occupancy is an important metric for management and our investors for understanding our financial performance. Our ability to maintain high occupancy rates is among the principal drivers of maintaining and increasing rental revenue. The following table sets forth percent leased and average net effective rent information regarding our in-service portfolio of rental properties at ~~June~~September 30, 2020 and 2019, respectively:


		Total Square Feet (in thousands)				Percent of Total Square Feet						Percent Leased*					Average Annual Net Effective Rent**					Total Square Feet (in thousands)				Percent of Total Square Feet			Percent Leased*	Average Annual Net Effective Rent**
Type	Type	2020	2019	2020		2019		2020		2019		2020	2019	Type	2020	2019		2020		2019		2020		2019		2020	2019
Industrial	Industrial	138,241	138,504	99.8	%	99.8	%	96.8	%	95.8	%	$5.10	$4.82	Industrial	140,437	135,096		99.8	%	99.8	%	97.0	%	96.1	%	$5.18	$4.90
Non-reportable Rental Operations	Non-reportable Rental Operations	211	211	0.2	%	0.2	%	80.5	%	77.3	%	$24.27	$24.75	Non-reportable Rental Operations	211	211		0.2	%	0.2	%	80.5	%	77.3	%	$24.27	$24.76
Total Consolidated	Total Consolidated	138,452	138,715	100.0	%	100.0	%	96.8	%	95.7	%	$5.12	$4.85	Total Consolidated	140,648	135,307		100.0	%	100.0	%	97.0	%	96.0	%	$5.21	$4.93
Unconsolidated Joint Ventures	Unconsolidated Joint Ventures	11,109	12,867					95.7	%	90.8	%	$4.23	$4.12	Unconsolidated Joint Ventures	11,109	12,656						97.5	%	97.6	%	$4.26	$4.10
Total Including Unconsolidated Joint Ventures	Total Including Unconsolidated Joint Ventures	149,561	151,582					96.7	%	95.3	%			Total Including Unconsolidated Joint Ventures	151,757	147,963						97.0	%	96.2	%
* Represents the percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced.	* Represents the percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced.																											* Represents the percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced.
**Average annual net effective rent represents average annual base rental payments per leased square foot, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. This amount excludes additional amounts paid by tenants as reimbursement for operating expenses.	**Average annual net effective rent represents average annual base rental payments per leased square foot, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. This amount excludes additional amounts paid by tenants as reimbursement for operating expenses.																											**Average annual net effective rent represents average annual base rental payments per leased square foot, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. This amount excludes additional amounts paid by tenants as reimbursement for operating expenses.

The higher leased percentage in our industrial portfolio at ~~June~~September 30, 2020, compared to ~~June~~September 30, 2019, was due to leasing up speculative developments.

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Vacancy Activity

The following table sets forth vacancy activity, shown in square feet, from our in-service rental properties for the ~~six~~nine months ended ~~June~~September 30, 2020 (in thousands):


		Consolidated Properties	Unconsolidated Joint Venture Properties	Total Including Unconsolidated Joint Venture Properties		Consolidated Properties	Unconsolidated Joint Venture Properties	Total Including Unconsolidated Joint Venture Properties
Vacant square feet at December 31, 2019	Vacant square feet at December 31, 2019	4,540	406	4,946	Vacant square feet at December 31, 2019	4,540	406	4,946

Vacant space in completed developments	Vacant space in completed developments	972	—	972	Vacant space in completed developments	1,138	—	1,138

Expirations	Expirations	1,213	68	1,281	Expirations	2,697	299	2,996
Early lease terminations	Early lease terminations	1,280	—	1,280	Early lease terminations	1,448	—	1,448
Property structural changes/other	Property structural changes/other	14	—	14	Property structural changes/other	14	—	14
Leasing of previously vacant space	Leasing of previously vacant space	(3,535)	—	(3,535)	Leasing of previously vacant space	(5,607)	(430)	(6,037)
Vacant square feet at June 30, 2020		4,484	474	4,958
Vacant square feet at September 30, 2020					Vacant square feet at September 30, 2020	4,230	275	4,505

Total Leasing Activity

Our ability to maintain and improve occupancy and net effective rents primarily depends upon our continuing ability to lease vacant space. The volume and quality of our leasing activity is closely scrutinized by management in operation of the business and provides useful information regarding future performance. The initial leasing of development projects or vacant space in acquired properties is referred to as first generation lease activity. The leasing of such space that we have previously held under lease to a tenant is referred to as second generation lease activity. Second generation lease activity may be in the form of renewals of existing leases or new second generation leases of previously leased space. The total leasing activity for our consolidated and unconsolidated industrial rental properties, expressed in square feet of leases signed, is as follows (in thousands):


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended September 30,			Nine Months Ended September 30,
		2020	2019	2020	2019		2020	2019	2020	2019
New Leasing Activity - First Generation	New Leasing Activity - First Generation	1,701	3,707	3,034	4,664	New Leasing Activity - First Generation	2,406	2,111	5,440	6,775
New Leasing Activity - Second Generation	New Leasing Activity - Second Generation	1,314	554	1,573	857	New Leasing Activity - Second Generation	1,405	984	2,978	1,841
Renewal Leasing Activity	Renewal Leasing Activity	1,939	3,083	2,595	4,586	Renewal Leasing Activity	899	3,131	3,494	7,717
Early Renewal Leasing Activity^*	Early Renewal Leasing Activity^*	1,253	1,454	1,311	1,915	Early Renewal Leasing Activity *	1,265	148	2,576	2,063
Short-Term New Leasing Activity ^**	Short-Term New Leasing Activity ^**	414	337	1,069	708	Short-Term New Leasing Activity **	125	216	1,194	924
Short-Term Renewal Leasing Activity ^**	Short-Term Renewal Leasing Activity ^**	860	37	938	619	Short-Term Renewal Leasing Activity **	677	—	1,615	619
Non-Reportable Rental Operations Leasing Activity	Non-Reportable Rental Operations Leasing Activity	1	—	1	1	Non-Reportable Rental Operations Leasing Activity	—	3	1	4
Total Consolidated Leasing Activity	Total Consolidated Leasing Activity	7,482	9,172	10,521	13,350	Total Consolidated Leasing Activity	6,777	6,593	17,298	19,943
Unconsolidated Joint Venture Leasing Activity	Unconsolidated Joint Venture Leasing Activity	153	137	1,128	210	Unconsolidated Joint Venture Leasing Activity	561	1,832	1,689	2,042
Total Including Unconsolidated Joint Venture Leasing Activity	Total Including Unconsolidated Joint Venture Leasing Activity	7,635	9,309	11,649	13,560	Total Including Unconsolidated Joint Venture Leasing Activity	7,338	8,425	18,987	21,985
^*Early renewals represent renewals executed more than two years in advance of a lease's originally scheduled end date.	^*Early renewals represent renewals executed more than two years in advance of a lease's originally scheduled end date.										* Early renewals represent renewals executed more than two years in advance of a lease's originally scheduled end date.
^** Short-term leases represent leases with a term of less than twelve months.	^** Short-term leases represent leases with a term of less than twelve months.										** Short-term leases represent leases with a term of less than twelve months.

2627

Second Generation Leases

The following table sets forth the estimated costs of tenant improvements and leasing commissions, on a per square foot basis, that we are obligated to fulfill under the second generation industrial leases signed for our rental properties during the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019:


		Square Feet of Leases (in thousands)				Percent of Expiring Leases Renewed				Average Term in Years					Estimated Tenant Improvement Cost per Square Foot					Leasing Costs per Square Foot					Square Feet of Leases (in thousands)	Percent of Expiring Leases Renewed		Average Term in Years			Estimated Tenant Improvement Cost per Square Foot	Leasing Costs per Square Foot
		2020	2019	2020		2019		2020	2019		2020	2019	2020		2019		2020	2019	2020			2019		2020	2019		2020	2019	2020	2019
Three Months	Three Months															Three Months
Consolidated - New Second Generation	Consolidated - New Second Generation	1,314	554					4.1	5.0		$1.92	$1.43	$1.89		$1.32	Consolidated - New Second Generation	1,405	984						6.4	5.5		$1.78	$2.21	$3.76	$2.10
Unconsolidated Joint Ventures - New Second Generation	Unconsolidated Joint Ventures - New Second Generation	—	70					—	6.7		—	1.87	—		2.41	Unconsolidated Joint Ventures - New Second Generation	257	49						1.0	10.2		—	$3.49	$0.38	$4.57
Total - New Second Generation	Total - New Second Generation	1,314	624					4.1	5.2		$1.92	$1.47	$1.89		$1.44	Total - New Second Generation	1,662	1,033						5.6	5.7		$1.51	$2.27	$3.23	$2.22

Consolidated - Renewal	Consolidated - Renewal	1,939	3,083	75.1	%	82.3	%	5.2	4.8		$1.04	$0.83	$1.76		$1.57	Consolidated - Renewal	899	3,131	42.3		%	82.2	%	3.5	4.3		$0.72	$0.46	$0.92	$1.14
Unconsolidated Joint Ventures - Renewal	Unconsolidated Joint Ventures - Renewal	—	67	—	%	60.6	%	—	6.3		—	0.48	—		2.65	Unconsolidated Joint Ventures - Renewal	131	459	100.0		%	90.3	%	1.0	5.9		—	$0.95	$0.29	$2.29
Total - Renewal	Total - Renewal	1,939	3,150	75.1	%	81.7	%	5.2	4.9		$1.04	$0.83	$1.76		$1.59	Total - Renewal	1,030	3,590	45.7		%	83.1	%	3.2	4.5		$0.63	$0.52	$0.84	$1.29

Six Months
Nine Months														Nine Months
Consolidated - New Second Generation	Consolidated - New Second Generation	1,573	857					4.1	5.8		$2.24	$3.37	$1.90		$2.36	Consolidated - New Second Generation	2,978	1,841						5.2	5.7		$2.02	$2.75	$2.79	$2.22
Unconsolidated Joint Ventures - New Second Generation	Unconsolidated Joint Ventures - New Second Generation	—	115					—	6.1		—	1.12	—		1.98	Unconsolidated Joint Ventures - New Second Generation	257	165						1.0	7.2		—	$1.82	$0.38	$2.75
Total - New Second Generation	Total - New Second Generation	1,573	972					4.1	5.8		$2.24	$3.10	$1.90		$2.31	Total - New Second Generation	3,235	2,006						4.8	5.8		$1.87	$2.67	$2.60	$2.26

Consolidated - Renewal	Consolidated - Renewal	2,595	4,586	70.1	%	82.4	%	5.0	4.5		$1.10	$0.88	$1.61		$1.41	Consolidated - Renewal	3,494	7,717	59.9		%	82.3	%	4.6	4.4		$1.01	$0.71	$1.45	$1.30
Unconsolidated Joint Ventures - Renewal	Unconsolidated Joint Ventures - Renewal	497	95	87.9	%	68.4	%	4.4	6.0		0.48	0.78	1.72		2.43	Unconsolidated Joint Ventures - Renewal	628	554	90.2		%	85.6	%	3.7	6.0		$0.38	$0.92	$1.42	$2.32
Total - Renewal	Total - Renewal	3,092	4,681	72.4	%	82.1	%	4.9	4.5		$1.00	$0.88	$1.62		$1.43	Total - Renewal	4,122	8,271	63.2		%	82.5	%	4.5	4.5		$0.91	$0.72	$1.45	$1.37

Growth in average annual net effective rents for new second generation and renewal leases, on a combined basis, for our consolidated and unconsolidated industrial rental properties, is as follows:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
Ownership Type	Ownership Type	2020		2019		2020		2019		Ownership Type	2020		2019		2020		2019
Consolidated properties	Consolidated properties	26.6	%	28.0	%	26.9	%	26.5	%	Consolidated properties	32.3	%	22.5	%	28.9	%	25.0	%
Unconsolidated joint venture properties	Unconsolidated joint venture properties	—	%	37.6	%	44.1	%	28.9	%	Unconsolidated joint venture properties	29.5	%	44.9	%	39.0	%	38.2	%

2728

Lease Expirations

The table below reflects our consolidated in-service portfolio lease expiration schedule at ~~June~~September 30, 2020 (in thousands, except percentage data and number of leases):


		Total Consolidated Portfolio									Industrial								Non-Reportable				Total Consolidated Portfolio						Industrial	Non-Reportable
Year of Expiration	Year of Expiration	Square Feet		Annual Rental Revenue*		Number of Leases	Square Feet		Annual Rental Revenue*		Square Feet		Annual Rental Revenue*		Year of Expiration	Square Feet		Annual Rental Revenue*		Number of Leases	Square Feet		Annual Rental Revenue*		Square Feet		Annual Rental Revenue*
Remainder of 2020	Remainder of 2020	3,989		$	19,552	53	3,988		$	19,546	1		$	6	Remainder of 2020	1,556		$	7,964	27	1,555		$	7,958	1		$	6
2021	2021	12,356		58,522		137	12,356		58,522		—		—		2021	12,534		59,366		137	12,534		59,366		—		—
2022	2022	18,554		78,822		150	18,537		78,630		17		192		2022	17,462		75,111		148	17,445		74,919		17		192
2023	2023	13,731		69,820		147	13,710		69,528		21		292		2023	14,240		71,856		149	14,219		71,564		21		292
2024	2024	14,394		71,908		136	14,389		71,846		5		62		2024	14,403		73,163		137	14,398		73,101		5		62
2025	2025	14,453		74,311		126	14,451		74,286		2		25		2025	15,564		83,852		139	15,562		83,827		2		25
2026	2026	10,212		49,047		55	10,212		49,047		—		—		2026	10,790		51,989		60	10,790		51,989		—		—
2027	2027	8,284		39,479		33	8,279		39,422		5		57		2027	8,615		42,282		36	8,610		42,225		5		57
2028	2028	8,283		54,363		32	8,164		50,876		119		3,487		2028	8,283		54,363		32	8,164		50,876		119		3,487
2029	2029	8,428		45,436		26	8,428		45,436		—		—		2029	8,428		45,436		26	8,428		45,436		—		—
2030 and Thereafter	2030 and Thereafter	21,284		125,023		64	21,284		125,023		—		—		2030 and Thereafter	24,544		145,056		73	24,544		145,056		—		—
Total Leased	Total Leased	133,968		$	686,283	959	133,798		$	682,162	170		$	4,121	Total Leased	136,419		$	710,438	964	136,249		$	706,317	170		$	4,121

Total Portfolio Square Feet	Total Portfolio Square Feet	138,452					138,241				211				Total Portfolio Square Feet	140,648					140,437				211
Percent Leased	Percent Leased	96.8	%				96.8	%			80.5	%			Percent Leased	97.0	%				97.0	%			80.5	%
* Annualized rental revenue represents average annual base rental payments, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. Annualized rental revenue excludes additional amounts paid by tenants as reimbursement for operating expenses.	* Annualized rental revenue represents average annual base rental payments, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. Annualized rental revenue excludes additional amounts paid by tenants as reimbursement for operating expenses.																											* Annualized rental revenue represents average annual base rental payments, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. Annualized rental revenue excludes additional amounts paid by tenants as reimbursement for operating expenses.

Building Acquisitions

Our decision process in determining whether or not to acquire a property or portfolio of properties involves several factors, including expected rent growth, multiple yield metrics, property locations and expected demographic growth in each location, current occupancy of the properties, tenant profile and remaining terms of the in-place leases in the properties. It is difficult to predict which markets may present acquisition opportunities that align with our strategy. Because of the numerous factors considered in our acquisition decisions, we do not establish specific target yields for future acquisitions.

NoFive buildings were acquired during the ~~six~~nine months ended ~~June~~September 30, 2020, and six buildings were acquired during the year ended December 31, 2019. The following table summarizes the acquisition price, percent leased at time of acquisition and in-place yields of industrial building acquisitions (in thousands, except percentage data):

Year-to-Date 2020 Acquisitions Full Year 2019 Acquisitions
Type Acquisition Price* In-Place Yield** Percent Leased at Acquisition Date*** Acquisition Price* In-Place Yield** Percent Leased at Acquisition Date***
Industrial $ — — % — % $ 217,106 4.1 % 88.4 %
* Includes fair value of real estate assets and net acquired lease-related intangible assets, including above or below market leases, but excludes other acquired working capital assets and liabilities.
** In-place yields of completed acquisitions are calculated as the current annualized net rental payments from space leased to tenants at the date of acquisition, divided by the acquisition price of the acquired real estate. Annualized net rental payments are comprised of base rental payments, excluding additional amounts payable by tenants as reimbursement for operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.
*** Represents percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced, at the date of acquisition.


	Year-to-Date 2020 Acquisitions						Full Year 2019 Acquisitions
Type	Acquisition Price*		In-Place Yield**		Percent Leased at Acquisition Date***		Acquisition Price*		In-Place Yield**		Percent Leased at Acquisition Date***
Industrial	$	112,068	4.6	%	100.0	%	$	217,106	4.1	%	88.4	%



* Includes fair value of real estate assets and net acquired lease-related intangible assets, including above or below market leases, but excludes assumed debt if applicable and other acquired working capital assets and liabilities.
** In-place yields of completed acquisitions are calculated as the current annualized net rental payments from space leased to tenants at the date of acquisition, divided by the acquisition price of the acquired real estate. Annualized net rental payments are comprised of base rental payments, excluding additional amounts payable by tenants as reimbursement for operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.
*** Represents percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced, at the date of acquisition, including lease-backs with sellers executed in connection with the acquisition(s).

Building Dispositions

We regularly work to identify, consider and pursue opportunities to dispose of properties on an opportunistic basis and on a basis that is generally consistent with our strategic plans. Our ability to dispose of properties, from time to time, on favorable terms is a key performance indicator from the perspective of management, as a source of capital to fund future investment, and we believe that evaluating our disposition activity is also useful to investors.

We sold ~~one~~two consolidated ~~building~~buildings during the ~~six~~nine months ended ~~June~~September 30, 2020 and 28 consolidated buildings during the year ended December 31, 2019. The following table summarizes the sales prices, in-place yields and percent leased of industrial building dispositions (in thousands, except percentage data):


		Year-to-Date 2020 Dispositions										Full Year 2019 Dispositions											Year-to-Date 2020 Dispositions					Full Year 2019 Dispositions
Type	Type	Sales Price		In-Place Yield*		Percent Leased**		Sales Price		In-Place Yield*		Percent Leased**		Type	Sales Price		In-Place Yield*		Percent Leased**		Sales Price		In-Place Yield*		Percent Leased**
Industrial	Industrial	$	27,450	6.4	%	100.0	%	$	425,767	5.6	%	91.4	%	Industrial	$	45,900	5.8	%	100.0	%	$	425,767	5.6	%	91.4		%

* In-place yields of completed dispositions are calculated as annualized net operating income from space leased to tenants at the date of sale on a lease-up basis, including full rent from all executed leases, even if currently in a free rent period, divided by the sales price. Annualized net operating income is comprised of base rental payments, excluding reimbursement of operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.	* In-place yields of completed dispositions are calculated as annualized net operating income from space leased to tenants at the date of sale on a lease-up basis, including full rent from all executed leases, even if currently in a free rent period, divided by the sales price. Annualized net operating income is comprised of base rental payments, excluding reimbursement of operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.																									* In-place yields of completed dispositions are calculated as annualized net operating income from space leased to tenants at the date of sale on a lease-up basis, including full rent from all executed leases, even if currently in a free rent period, divided by the sales price. Annualized net operating income is comprised of base rental payments, excluding reimbursement of operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.
** Represents percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced, at the date of sale.	** Represents percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced, at the date of sale.																									** Represents percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced, at the date of sale.

Development

We expect to generate future earnings from Rental Operations as development properties are placed in service and leased. Development activities, and our ability to lease those developments, are viewed by management as key indicators of future earnings growth and provide useful information to investors for the same reasons. At ~~June~~September 30, 2020, we had ~~6.7~~7.0 million square feet of property under development with total estimated costs upon completion of ~~$856.8~~$907.7 million compared to ~~6.4~~7.2 million square feet with total estimated costs upon completion of ~~$835.0~~$933.8 million at ~~June~~September 30, 2019. The square footage and estimated costs include both consolidated properties and unconsolidated joint venture development activity at 100%.

The following table summarizes our properties under development at ~~June~~September 30, 2020 (in thousands, except percentage data):


Ownership Type	Ownership Type	Square Feet	Percent Leased		Total Estimated Project Costs		Total Incurred to Date		Amount Remaining to be Spent		Ownership Type	Square Feet	Percent Leased		Total Estimated Project Costs		Total Incurred to Date		Amount Remaining to be Spent
Consolidated properties	Consolidated properties	6,372	63	%	$	835,787	$	559,803	$	275,984	Consolidated properties	6,621	61	%	$	886,621	$	575,579	$	311,042
Unconsolidated joint venture properties	Unconsolidated joint venture properties	358	100	%	21,037		10,322		10,715		Unconsolidated joint venture properties	358	100	%	21,037		18,937		2,100
Total	Total	6,730	65	%	$	856,824	$	570,125	$	286,699	Total	6,979	63	%	$	907,658	$	594,516	$	313,142

Results of Operations

A summary of our operating results and property statistics is as follows (in thousands, except number of properties and per share or Common Unit data):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
Rental and related revenue from continuing operations	Rental and related revenue from continuing operations	$	226,374	$	213,107	$	445,129	$	423,072	Rental and related revenue from continuing operations	$	235,391	$	215,374	$	680,520	$	638,446
General contractor and service fee revenue	General contractor and service fee revenue	12,137		23,919		19,751		78,883		General contractor and service fee revenue	26,637		25,955		46,388		104,838
Operating income	Operating income	76,361		99,161		135,818		161,442		Operating income	91,638		248,402		227,456		409,844
General Partner	General Partner									General Partner
Net income attributable to common shareholders	Net income attributable to common shareholders	$	39,820	$	71,053	$	59,276	$	115,604	Net income attributable to common shareholders	$	71,823	$	226,566	$	131,099	$	342,170
Weighted average common shares outstanding	Weighted average common shares outstanding	368,836		359,681		368,513		359,412		Weighted average common shares outstanding	371,082		362,416		369,375		360,424
Weighted average common shares and potential dilutive securities	Weighted average common shares and potential dilutive securities	372,573		362,926		372,197		362,615		Weighted average common shares and potential dilutive securities	374,834		367,271		373,091		365,343
Partnership	Partnership									Partnership
Net income attributable to common unitholders	Net income attributable to common unitholders	$	40,176	$	71,674	$	59,802	$	116,607	Net income attributable to common unitholders	$	72,461	$	228,534	$	132,263	$	345,141
Weighted average Common Units outstanding	Weighted average Common Units outstanding	372,167		362,826		371,790		362,517		Weighted average Common Units outstanding	374,412		365,558		372,671		363,542
Weighted average Common Units and potential dilutive securities	Weighted average Common Units and potential dilutive securities	372,573		362,926		372,197		362,615		Weighted average Common Units and potential dilutive securities	374,834		367,271		373,091		365,343
General Partner and Partnership	General Partner and Partnership									General Partner and Partnership
Basic income per common share or Common Unit:	Basic income per common share or Common Unit:									Basic income per common share or Common Unit:
Continuing operations	Continuing operations	$	0.11	$	0.20	$	0.16	$	0.32	Continuing operations	$	0.19	$	0.62	$	0.35	$	0.95

Diluted income per common share or Common Unit:	Diluted income per common share or Common Unit:									Diluted income per common share or Common Unit:
Continuing operations	Continuing operations	$	0.11	$	0.20	$	0.16	$	0.32	Continuing operations	$	0.19	$	0.62	$	0.35	$	0.94

Number of in-service consolidated properties at end of period	Number of in-service consolidated properties at end of period	468		476		468		476		Number of in-service consolidated properties at end of period	478		457		478		457
In-service consolidated square footage at end of period	In-service consolidated square footage at end of period	138,452		138,715		138,452		138,715		In-service consolidated square footage at end of period	140,648		135,307		140,648		135,307
Number of in-service unconsolidated joint venture properties at end of period	Number of in-service unconsolidated joint venture properties at end of period	39		43		39		43		Number of in-service unconsolidated joint venture properties at end of period	39		40		39		40
In-service unconsolidated joint venture square footage at end of period	In-service unconsolidated joint venture square footage at end of period	11,109		12,867		11,109		12,867		In-service unconsolidated joint venture square footage at end of period	11,109		12,656		11,109		12,656

Supplemental Performance Measures

In addition to net income computed in accordance with GAAP, we assess and measure the overall operating results of the General Partner and the Partnership using certain non-GAAP supplemental performance measures, which include (i) Funds From Operations ("FFO"), (ii) PNOI and (iii) Same-Property Net Operating Income - Cash Basis ("SPNOI").

These non-GAAP metrics are commonly used by industry analysts and investors as supplemental operating performance measures of REITs and are viewed by management to be useful indicators of operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Management believes that the use of FFO, PNOI and SPNOI, combined with net income (which remains the primary GAAP measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful.

The most comparable GAAP measure to FFO is net income (loss) attributable to common shareholders or common unitholders, while the most comparable GAAP measure to PNOI and SPNOI is income (loss) from continuing operations before income taxes.

FFO, PNOI and SPNOI each exclude expenses that materially impact our overall results of operations and, therefore, should not be considered as a substitute for net income (loss) attributable to common shareholders or common unitholders, income (loss) from continuing operations before income taxes, or any other measures derived in accordance with GAAP. Furthermore, these metrics may not be comparable to other similarly titled measures of other companies.

Funds From Operations

The National Association of Real Estate Investment Trusts ("NAREIT") created FFO as a non-GAAP supplemental measure of REIT operating performance. FFO, as defined by NAREIT, represents GAAP net income (loss), excluding gains or losses from sales of real estate assets (including real estate assets incidental to our business) and related taxes, gains and losses from change in control, impairment charges related to real estate assets (including real estate assets incidental to our business) plus certain non-cash items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures. We calculate FFO in accordance with the definition that was adopted by the Board of Governors of NAREIT.

Management believes that the use of FFO as a performance measure enables investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT's activity and assists them in comparing these operating results between periods or between different companies that use the NAREIT definition of FFO.

The following table shows a reconciliation of net income attributable to common shareholders or common unitholders to the calculation of FFO attributable to common shareholders or common unitholders (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
Net income attributable to common shareholders of the General Partner	Net income attributable to common shareholders of the General Partner	$	39,820	$	71,053	$	59,276	$	115,604	Net income attributable to common shareholders of the General Partner	$	71,823	$	226,566	$	131,099	$	342,170
Add back: Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	Add back: Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	356		621		526		1,003		Add back: Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	638		1,968		1,164		2,971
Net income attributable to common unitholders of the Partnership	Net income attributable to common unitholders of the Partnership	40,176		71,674		59,802		116,607		Net income attributable to common unitholders of the Partnership	72,461		228,534		132,263		345,141
Adjustments:	Adjustments:									Adjustments:
Depreciation and amortization	Depreciation and amortization	86,704		83,004		172,063		158,996		Depreciation and amortization	88,596		83,924		260,659		242,920
Company share of unconsolidated joint venture depreciation, amortization and other adjustments	Company share of unconsolidated joint venture depreciation, amortization and other adjustments	2,306		2,417		4,500		4,770		Company share of unconsolidated joint venture depreciation, amortization and other adjustments	2,259		2,858		6,759		7,628
Gains on sale of properties	Gains on sale of properties	(23)		(30,691)		(9,008)		(30,683)		Gains on sale of properties	(11,008)		(173,758)		(20,016)		(204,441)
Gain on land sales	Gain on land sales	(6,070)		(1,950)		(6,205)		(2,700)		Gain on land sales	(2,346)		(3,869)		(8,551)		(6,569)
Impairment charges	Impairment charges	—		—		5,626		—		Impairment charges	—		—		5,626		—
Income tax (benefit) expense triggered by sales of real estate assets	Income tax (benefit) expense triggered by sales of real estate assets	(150)		6,616		(210)		7,001		Income tax (benefit) expense triggered by sales of real estate assets	(956)		(536)		(1,166)		6,465
Gains on sales of real estate assets - share of unconsolidated joint ventures	Gains on sales of real estate assets - share of unconsolidated joint ventures	334		(2,028)		308		(4,527)		Gains on sales of real estate assets - share of unconsolidated joint ventures	(1,095)		(332)		(787)		(4,859)
FFO attributable to common unitholders of the Partnership	FFO attributable to common unitholders of the Partnership	$	123,277	$	129,042	$	226,876	$	249,464	FFO attributable to common unitholders of the Partnership	$	147,911	$	136,821	$	374,787	$	386,285
Additional General Partner Adjustments:	Additional General Partner Adjustments:									Additional General Partner Adjustments:
Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	(356)		(621)		(526)		(1,003)		Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	(638)		(1,968)		(1,164)		(2,971)
Noncontrolling interest share of adjustments	Noncontrolling interest share of adjustments	(744)		(496)		(1,474)		(1,138)		Noncontrolling interest share of adjustments	(671)		788		(2,144)		(353)
FFO attributable to common shareholders of the General Partner	FFO attributable to common shareholders of the General Partner	$	122,177	$	127,925	$	224,876	$	247,323	FFO attributable to common shareholders of the General Partner	$	146,602	$	135,641	$	371,479	$	382,961

Property-Level Net Operating Income - Cash Basis

PNOI is comprised of rental revenues from continuing operations less rental expenses and real estate taxes from continuing operations, along with certain other adjusting items. As a performance metric that consists of only the cash-based revenues and expenses directly related to ongoing real estate rental operations, PNOI is narrower in scope than NAREIT FFO.

PNOI, as we calculate it, may not be directly comparable to similarly titled, but differently calculated, measures for other REITs. We believe that PNOI is another useful supplemental performance measure, as it is an input in many REIT valuation models and it provides a means by which to evaluate the performance of the properties within our Rental Operations segments. The operations of our industrial properties, as well as our non-reportable Rental Operations (our residual non-industrial properties that have not yet been sold, referred to throughout as "non-reportable"), are collectively referred to as "Rental Operations."

The major factors influencing PNOI are occupancy levels, acquisitions and sales, development properties that achieve stabilized operations, rental rate increases or decreases, and the recoverability of operating expenses.

Note 11 to the consolidated financial statements included in Part I, Item 1 of this Report shows a calculation of our PNOI for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 and provides a reconciliation of PNOI for our Rental Operations segments to income from continuing operations before income taxes.

Same-Property Net Operating Income - Cash Basis

We also evaluate the performance of our properties, including our share of properties we jointly control, on a ~~"same- property"~~"same-property" basis, using a metric referred to as SPNOI. We view SPNOI as a useful supplemental performance measure because it improves comparability between periods by eliminating the effects of changes in the composition of our portfolio.

On an individual property basis, SPNOI is generally computed in a consistent manner as PNOI.

We define our "same-property" population once a year at the beginning of the current calendar year and include buildings that were stabilized (the term "stabilized" means properties that have reached 90% leased or that have been in-service for at least one year since development completion or acquisition) as of January 1 of the prior calendar year. The "same-property" pool is also adjusted to remove properties that were sold subsequent to the beginning of the current calendar year. As such, the "same-property" population for the period ended ~~June~~September 30, 2020 includes all properties that we owned or jointly controlled at January 1, 2020, which had both been owned or jointly controlled and had reached stabilization by January 1, 2019, and have not been sold.

A reconciliation of income from continuing operations before income taxes to SPNOI is presented as follows (in thousands, except percentage data):


		Three Months Ended June 30,						Percent		Six Months Ended June 30,							Percent					Three Months Ended September 30,			Percent				Nine Months Ended September 30,	Percent
		2020		2019		Change		2020		2019		Change			2020			2019		Change			2020		2019		Change
Income from continuing operations before income taxes	Income from continuing operations before income taxes	$	40,047	$	78,185			$	59,599	$	123,338			Income from continuing operations before income taxes	$	71,520		$	227,883				$	131,119	$	351,221
Share of SPNOI from unconsolidated joint ventures	Share of SPNOI from unconsolidated joint ventures	4,677		4,542				9,319		8,986				Share of SPNOI from unconsolidated joint ventures	4,917			4,564					14,236		13,550
PNOI excluded from the "same-property" population	PNOI excluded from the "same-property" population	(12,917)		(8,305)				(23,687)		(13,937)				PNOI excluded from the "same-property" population	(19,444)			(8,767)					(43,132)		(22,703)
Earnings from Service Operations	Earnings from Service Operations	(1,731)		(730)				(2,777)		(3,108)				Earnings from Service Operations	(2,033)			(2,315)					(4,810)		(5,423)
Rental Operations revenues and expenses excluded from PNOI	Rental Operations revenues and expenses excluded from PNOI	(9,641)		(12,316)				(14,735)		(25,336)				Rental Operations revenues and expenses excluded from PNOI	(8,590)			(12,797)					(23,780)		(38,581)
Non-Segment Items	Non-Segment Items	133,344		85,092				278,090		199,097				Non-Segment Items	108,318			(61,216)					386,408		137,881
SPNOI	SPNOI	$	153,779	$	146,468	5.0	%	$	305,809	$	289,040	5.8	%	SPNOI	$	154,688		$	147,352	5.0	%		$	460,041	$	435,945	5.5	%

The composition of the line items titled "Rental Operations revenues and expenses excluded from PNOI" and "Non-Segment Items" from the table above are shown in greater detail in Note 11 to the consolidated financial statements included in Part I, Item 1 of this Report.

We believe that the factors that impact SPNOI are generally the same as those that impact PNOI. The following table details the number of properties, square feet, average commencement occupancy and average cash rental rate for the properties included in SPNOI for the respective periods:


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended September 30,			Nine Months Ended September 30,
		2020	2019	2020	2019		2020	2019	2020	2019
Number of properties	Number of properties	455	455	455	455	Number of properties	454	454	454	454
Square feet (in thousands) (1)	Square feet (in thousands) (1)	127,744	127,744	127,744	127,744	Square feet (in thousands) (1)	127,478	127,478	127,478	127,478
Average commencement occupancy percentage (2)	Average commencement occupancy percentage (2)	98.6%	98.2%	98.5%	97.9%	Average commencement occupancy percentage (2)	98.8%	98.2%	98.6%	98.0%
Average rental rate - cash basis (3)	Average rental rate - cash basis (3)	$4.80	$4.66	$4.78	$4.64	Average rental rate - cash basis (3)	$4.83	$4.69	$7.20	$6.99

(1) Includes the total square feet of the consolidated properties that are in the "same-property" population as well as 4.9 million square feet of space for unconsolidated joint ventures, which represents our ratable share of the 9.8 million total square feet of space for buildings owned by unconsolidated joint ventures that are in the "same-property" population.	(1) Includes the total square feet of the consolidated properties that are in the "same-property" population as well as 4.9 million square feet of space for unconsolidated joint ventures, which represents our ratable share of the 9.8 million total square feet of space for buildings owned by unconsolidated joint ventures that are in the "same-property" population.										(1) Includes the total square feet of the consolidated properties that are in the "same-property" population as well as 4.9 million square feet of space for unconsolidated joint ventures, which represents our ratable share of the 9.8 million total square feet of space for buildings owned by unconsolidated joint ventures that are in the "same-property" population.
(2) Commencement occupancy represents the percentage of total square feet where the leases have commenced.	(2) Commencement occupancy represents the percentage of total square feet where the leases have commenced.										(2) Commencement occupancy represents the percentage of total square feet where the leases have commenced.
(3) Represents the average annualized contractual rent per square foot for tenants in occupancy in properties in the "same-property" population. Cash rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period, its rent would equal zero for purposes of this metric.	(3) Represents the average annualized contractual rent per square foot for tenants in occupancy in properties in the "same-property" population. Cash rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period, its rent would equal zero for purposes of this metric.										(3) Represents the average annualized contractual rent per square foot for tenants in occupancy in properties in the "same-property" population. Cash rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period, its rent would equal zero for purposes of this metric.

Comparison of Three Months Ended ~~June~~September 30, 2020 to Three Months Ended ~~June~~September 30, 2019

Rental and Related Revenue

The following table sets forth rental and related revenue from continuing operations (in thousands):


		Three Months Ended June 30,							Three Months Ended September 30,
		2020		2019			2020		2019
Rental and related revenue:	Rental and related revenue:					Rental and related revenue:
Industrial	Industrial	$	224,472	$	211,004	Industrial	$	233,572	$	213,819
Non-reportable Rental Operations and non-segment revenues	Non-reportable Rental Operations and non-segment revenues	1,902		2,103		Non-reportable Rental Operations and non-segment revenues	1,819		1,555
Total rental and related revenue from continuing operations	Total rental and related revenue from continuing operations	$	226,374	$	213,107	Total rental and related revenue from continuing operations	$	235,391	$	215,374

The primary reasons for the increase in rental and related revenue from continuing operations were:

•We acquired ~~six~~11 properties and placed 3034 developments in service from January 1, 2019 to ~~June~~September 30, 2020, which provided incremental revenues from continuing operations of ~~$12.7~~$16.2 million during the three months ended ~~June~~September 30, 2020, as compared to the same period in 2019.

•The increase in rental revenue included ~~$4.0~~$5.6 million of higher expense recoveries primarily related to increased recoverable real estate taxes compared to the same period in 2019.

•Increases in rental rates and occupancy within our "same-property" portfolio, as well as the lease up of properties that were placed in service prior to January 1, 2019 but were not in the "same-property" portfolio, also contributed to the increase to rental and related revenue from continuing operations.

•The sale of 2930 in-service properties since January 1, 2019, which did not meet the criteria to be classified within discontinued operations, resulted in a decrease of ~~$7.9~~$6.3 million to rental and related revenue from continuing operations in the three months ended ~~June~~September 30, 2020, as compared to the same period in 2019, which partially offset the aforementioned increases to rental and related revenue from continuing operations.

Rental Expenses and Real Estate Taxes

The following table sets forth rental expenses and real estate taxes from continuing operations (in thousands):


		Three Months Ended June 30,							Three Months Ended September 30,
		2020		2019			2020		2019
Rental expenses:	Rental expenses:					Rental expenses:
Industrial	Industrial	$	17,017	$	17,190	Industrial	$	19,795	$	18,928
Non-reportable Rental Operations and non-segment expenses	Non-reportable Rental Operations and non-segment expenses	540		407		Non-reportable Rental Operations and non-segment expenses	436		230
Total rental expenses from continuing operations	Total rental expenses from continuing operations	$	17,557	$	17,597	Total rental expenses from continuing operations	$	20,231	$	19,158

Real estate taxes:	Real estate taxes:					Real estate taxes:
Industrial	Industrial	$	36,628	$	32,220	Industrial	$	37,010	$	31,503
Non-reportable Rental Operations and non-segment expenses	Non-reportable Rental Operations and non-segment expenses	135		155		Non-reportable Rental Operations and non-segment expenses	17		236
Total real estate tax expense from continuing operations	Total real estate tax expense from continuing operations	$	36,763	$	32,375	Total real estate tax expense from continuing operations	$	37,027	$	31,739

Overall, rental expenses from continuing operations increased by $1.1 million during the three months ended September 30, 2020, compared to the same period in 2019. The increase to rental expenses was primarily the result of acquisitions and developments placed in service from January 1, 2019 to September 30, 2020, partially offset by the impact of property sales that did not meet the criteria to be classified within discontinued operations.

Overall, real estate tax expense from continuing operations increased by ~~$4.4~~$5.3 million during the three months ended ~~June~~September 30, 2020, compared to the same period in 2019. The increase to real estate tax expense was mainly due to higher real estate tax assessments in certain of our markets and the result of acquisitions and developments placed in service from January 1, 2019 to ~~June~~September 30, 2020. These increases were partially offset by the impact of property sales that did not meet the criteria to be classified within discontinued operations.

Depreciation and Amortization

Depreciation and amortization expense from continuing operations was ~~$86.7~~$88.6 million and ~~$83.0~~$83.9 million for the three months ended ~~June~~September 30, 2020 and 2019, respectively. The increase in depreciation and amortization expense for the three months ended ~~June~~September 30, 2020 was mainly the result of continued growth in our portfolio through development.

Gain on Sale of Properties - Continuing Operations

The ~~$30.6~~$11.0 million recognized as gain on sale of properties in continuing operations for the three months ended ~~June~~September 30, ~~2019~~2020 was primarily the result of the sale of one property that did not meet the criteria for inclusion in discontinued operations.

~~There were no building dispositions during~~The $173.6 million recognized as gain on sale of properties in continuing operations for the three months ended ~~June~~September 30, ~~2020.~~2019 was primarily the result of the sale of 26 properties that did not meet the criteria for inclusion in discontinued operations.

General and Administrative Expenses

General and administrative expenses consist of two components. The first component includes general corporate expenses, and the second component represents the indirect operating costs not allocated to, or absorbed by, either the development, leasing and operation of our consolidated properties or our Service Operations. Such indirect operating costs are primarily comprised of employee compensation, including related costs such as benefits and wage-related taxes, but also include other ancillary costs such as travel and information technology support. Total indirect operating costs, prior to any allocation or absorption, and general corporate expenses are collectively referred to as our overall pool of overhead costs.

Those indirect costs not allocated to or absorbed by these operations are charged to general and administrative expenses. We regularly review our total overhead cost structure relative to our leasing, development and construction volume and adjust the level of total overhead, generally through changes in our level of staffing in various functional departments, as necessary, in order to control overall general and administrative expense.

General and administrative expenses were ~~$13.6~~$11.4 million and ~~$13.4~~$13.7 million for the three months ended ~~June~~September 30, 2020 and 2019, respectively. The following table sets forth the factors that led to the ~~increased~~decreased general and administrative expenses (in millions):


General and administrative expenses - three months ended ~~June~~September 30, 2019	$	~~13.4~~13.7
Decrease to overall pool of overhead costs	~~(1.2)~~(0.4)

~~Overhead restructuring charges (1)~~	~~2.1~~
~~Increased absorption~~Impact of ~~costs by consolidated~~increased leasing and development activities ~~(2)~~(1)	~~(2.9)~~(3.5)
Decreased allocation of costs to Service Operations and Rental Operations	~~2.2~~1.6
General and administrative expenses - three months ended ~~June~~September 30, 2020	$	~~13.6~~11.4

(1) ~~We recognized $2.1~~Due to a higher volume of successful leases, non-capitalizable leasing costs increased to $4.1 million of overhead restructuring charges, primarily related to benefits provided to certain associates that terminated employment as part of a voluntary retirement package offered to certain eligible employees during the three months ended ~~June~~September 30, ~~2020.~~

~~(2) We~~2020 from $1.1 million during the three months ended September 30, 2019 (these costs are presented separately in the line item "Non-Incremental Costs Related to Successful Leases" on the Consolidated Statements of Operations). Additionally, we capitalized ~~$1.4~~$1.7 million and ~~$9.5~~$5.6 million of our total overhead costs to leasing and development, respectively, for consolidated properties during the three months ended ~~June~~September 30, 2020, compared to capitalizing ~~$2.6 million~~approximately $900,000 and ~~$6.0~~$5.8 million of such costs, respectively, for the three months ended ~~June~~September 30, 2019. Combined overhead costs capitalized to leasing and development totaled ~~33.8%~~24.8% and ~~25.6%~~22.5% of our overall pool of overhead costs for the three months ended ~~June~~September 30, 2020 and 2019, respectively, with the higher percentage being attributable to the increased ~~development~~ volume of successful leases during the three months ended ~~June~~September 30, 2020. Additionally, $4.0 million of our total overhead costs, which were not capitalizable, were recorded as expenses and presented separately in the line item "Non-Incremental Costs Related to Successful Leases" on the Consolidated Statements of Operations during the three months ended June 30, 2020, compared to $3.4 million of such expenses during the three months ended June 30, 2019.

Interest Expense

Interest expense from continuing operations was ~~$22.8~~$23.1 million and $~~23.5~~22.6 million for the three months ended ~~June~~September 30, 2020 and 2019, respectively. ~~Although our~~The increase in interest expense from continuing operations for the three months ended September 30, 2020 was primarily due to increased overall ~~level of~~ borrowings ~~increased from 2019, as we financed growth in our portfolio, we have reduced our overall cost of borrowing through refinancing $766.3 million of higher rate unsecured notes since June 30, 2019.~~and decreased capitalized interest, partially offset by lower average interest rates.

We capitalized ~~$6.8~~$5.7 million and $6.2 million of interest costs for the three months ended ~~June~~September 30, 2020 and 2019, ~~respectively, which also contributed to the lower interest expense from continuing operations.~~respectively.

~~Debt Extinguishment~~

During the three months ended June 30, 2020, we repurchased and canceled $216.3 million of unsecured notes, which had a stated interest rate of 3.88% pursuant to a tender offer completed by the Partnership. We recognized a loss of $15.0 million in connection with the cancellation of these notes including the repayment premium and write-off of the deferred financing costs.

~~We did not repurchase any unsecured notes during the three months ended June 30, 2019.~~

Comparison of ~~Six~~Nine Months Ended ~~June~~September 30, 2020 to ~~Six~~Nine Months Ended ~~June~~September 30, 2019

Rental and Related Revenue

The following table sets forth rental and related revenue from continuing ~~and discontinued~~ operations (in thousands):


		Six Months Ended June 30,							Nine Months Ended September 30,
		2020		2019			2020		2019
Rental and related revenue:	Rental and related revenue:					Rental and related revenue:
Industrial	Industrial	$	441,424	$	419,407	Industrial	$	674,996	$	633,226
Non-reportable Rental Operations and non-segment revenues	Non-reportable Rental Operations and non-segment revenues	3,705		3,665		Non-reportable Rental Operations and non-segment revenues	5,524		5,220
Total rental and related revenue from continuing operations	Total rental and related revenue from continuing operations	$	445,129	$	423,072	Total rental and related revenue from continuing operations	$	680,520	$	638,446

The following factors contributed to the increase in rental and related revenue from continuing operations:

•We acquired ~~six~~11 properties and placed 3034 developments in service from January 1, 2019 to ~~June~~September 30, 2020, which provided incremental revenues from continuing operations of ~~$25.7~~$41.9 million in the ~~six~~nine months ended ~~June~~September 30, 2020, as compared to the same period in 2019.

•Increased occupancy and rental rates within our "same-property" portfolio, as well as the lease up of properties that were placed in service prior to January 1, 2019 but were not in the "same-property" portfolio, also contributed to the increase to rental and related revenue from continuing operations.

•The increase in rental revenue included ~~$7.4~~$13.0 million of higher expense recoveries primarily related to increased recoverable real estate taxes compared to the same period in 2019.

•The sale of 2930 in-service properties, since January 1, 2019, which did not meet the criteria for inclusion within discontinued operations, resulted in a decrease of ~~$15.9~~$22.2 million to rental and related revenue from continuing operations in the ~~six~~nine months ended ~~June~~September 30, 2020, as compared to the same period in 2019, which partially offset the aforementioned increases to rental and related revenue from continuing operations.

•The increase in rental revenue was also partially offset by a ~~$5.1~~$4.0 million increase in collectability reserves for contractual and straight-line receivables, primarily as a result of current economic conditions caused by the COVID-19 pandemic during the ~~six~~nine months ended ~~June~~September 30, 2020.

Rental Expenses and Real Estate Taxes

The following table sets forth rental expenses and real estate taxes from continuing ~~and discontinued~~ operations (in thousands):

Six Months Ended June 30,
2020 2019
Rental expenses:
Industrial $ 35,538 $ 37,411
Non-reportable Rental Operations and non-segment expenses 862 854
Total rental expenses from continuing operations $ 36,400 $ 38,265
Real estate taxes:
Industrial $ 72,867 $ 64,528
Non-reportable Rental Operations and non-segment expenses 623 289
Total real estate tax expense from continuing operations $ 73,490 $ 64,817

~~Overall, rental expenses from continuing operations decreased by $1.9 million in the six months endedJune 30, 2020, compared to the same period in 2019. The decrease to rental expenses was primarily due to lower snow removal costs compared to the same period in 2019.~~


	Nine Months Ended September 30,
	2020		2019
Rental expenses:
Industrial	$	55,333	$	56,339
Non-reportable Rental Operations and non-segment expenses	1,298		1,084
Total rental expenses from continuing operations	$	56,631	$	57,423


Real estate taxes:
Industrial	$	109,877	$	96,031
Non-reportable Rental Operations and non-segment expenses	640		525
Total real estate tax expense from continuing operations	$	110,517	$	96,556

Overall, real estate tax expense from continuing operations increased by ~~$8.7~~$14.0 million in the ~~six~~nine months ended ~~June~~September 30, 2020, compared to the same period in 2019. The increase to real estate tax expense was mainly the result of acquisitions and developments placed in service from January 1, 2019 to ~~June~~September 30, 2020 and increased tax assessments in certain of our markets. These increases were partially offset by the impact of property sales that did not meet the criteria to be classified within discontinued operations.

Service Operations

The following table sets forth the components of the Service Operations reportable segment for the nine months ended September 30, 2020and2019, respectively (in thousands):


	Nine Months Ended September 30,
	2020		2019
Service Operations:
General contractor and service fee revenue	$	46,388	$	104,838
General contractor and other services expenses	41,578		99,415
Net earnings from Service Operations	$	4,810	$	5,423

General contractor and service fee revenues, and general contractor and other services expenses, decreased during the nine months ended September 30, 2020 as the result of lower third-party construction activity as we continue to focus our resources on wholly-owned development projects.

Depreciation and Amortization

Depreciation and amortization expense was ~~$172.1~~$260.7 million and ~~$159.0~~$242.9 million for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. The increase in depreciation and amortization expense for the ~~six~~nine months ended ~~June~~September 30, 2020 was mainly the result of continued growth in our portfolio through development.

Gain on Sale of Properties - Continuing Operations

The ~~$8.9~~$19.9 million recognized as gain on sale of properties in continuing operations for the ~~six~~nine months ended ~~June~~September 30, 2020 was primarily the result of the sale of ~~one~~two consolidated ~~property~~properties that did not meet the criteria for inclusion in discontinued operations.

The ~~$30.4~~$204.1 million recognized as gain on sale of properties in continuing operations for the ~~six~~nine months ended ~~June~~September 30, 2019 was primarily comprised of the gains from the sale of ~~one property~~27 properties that did not meet the criteria for inclusion in discontinued operations.

Impairment Charges

~~During the six months ended June 30, 2020, we~~We recognized $5.6 million of impairment charges during the first quarter of 2020, related to writing off pre-acquisition costs, primarily non-refundable purchase deposits, for certain planned purchases of undeveloped land that we ~~no longer anticipate completing~~elected not to pursue due to the uncertain economic ~~impact~~outlook at the onset of the COVID-19 pandemic.

We did not recognize any impairment charges during the ~~six~~nine months ended ~~June~~September 30, 2019.

General and Administrative Expense

General and administrative expenses were ~~$35.4~~$46.8 million and $49.1 million for ~~both~~ the ~~six~~nine months ended ~~June~~September 30, 2020 and ~~2019.~~2019, respectively. The following table sets forth the factors that ~~impacted~~led to the decreased general and administrative expenses (in millions):


General and administrative expenses - ~~six~~nine months ended ~~June~~September 30, 2019	$	~~35.4~~49.1
Decrease to overall pool of overhead costs	~~(0.1)~~(0.5)

Overhead restructuring charges (1)	2.1
~~Increased absorption~~Impact of ~~costs by consolidated~~increased leasing and development activities (2)	~~(7.1)~~(10.7)
Decreased allocation of costs to Service Operations and Rental Operations (3)	~~5.1~~6.8
General and administrative expenses - ~~six~~nine months ended ~~June~~September 30, 2020	$	~~35.4~~46.8

(1) We recognized approximately $2.1 million of overhead restructuring charges, primarily related to benefits provided to certain associates that terminated employment as part of a voluntary retirement package offered to certain eligible employees during the ~~six~~nine months ended ~~June~~September 30, 2020.

(2) WeDue to the timing of incurring costs attributable to successful leases, non-capitalizable leasing costs increased to $10.6 million during the nine months ended September 30, 2020 from $6.7 million during the nine months ended September 30, 2019 (these costs are presented separately in the line item "Non-Incremental Costs Related to Successful Leases" on the Consolidated Statements of Operations). Additionally, we capitalized ~~$2.3~~$3.9 million and ~~$18.2~~$23.8 million of our total overhead costs to leasing and development, respectively, for consolidated properties during the ~~six~~nine months ended ~~June~~September 30, 2020, compared to capitalizing ~~$3.3~~$4.1 million and ~~$11.0~~$16.8 million of such costs, respectively, for the ~~six~~nine months ended ~~June~~September 30, 2019. Combined overhead costs capitalized to leasing and development totaled ~~28.5%~~27.4% and ~~11.9%~~20.6% of our overall pool of overhead costs for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively, with the higher percentage being attributable to increased development volume for the ~~six~~nine months ended ~~June~~September 30, 2020. Additionally, $6.6 million of our total overhead costs, which were not capitalizable, were recorded as expenses and presented separately in the line item "Non-Incremental Costs Related to Successful Leases" on the Consolidated Statements of Operations during the six months ended June 30, 2020, compared to $5.6 million of such expenses during the six months ended June 30, 2019.

(3) The decrease in allocation of costs to Service Operations and Rental Operations resulted from a lower volume of third-party construction projects during the ~~six~~nine months ended ~~June~~September 30, 2020.

Interest Expense

Interest expense allocable to continuing operations was ~~$46.3~~$69.4 million and $~~45.6~~68.2 million for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. The increase in interest expense from continuing operations for the ~~six~~nine months ended ~~June~~September 30, 2020 was primarily due to increased overall borrowings, partially offset by lower average interest rates.

We capitalized ~~$13.7~~$19.4 million and $~~12.9~~19.1 million of interest costs during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

Debt Extinguishment

During the ~~six~~nine months ended ~~June~~September 30, 2020, we redeemed $300.0 million of unsecured notes with a stated interest rate of 4.38% and repurchased and canceled $216.3 million of unsecured notes with a stated interest rate of 3.88% pursuant to a tender offer completed by the Partnership. In connection with redemption and repurchase of these unsecured notes, we recognized a total loss of ~~$32.8~~$32.9 million including the redemption/repayment premium and write-off of the deferred financing costs.

We did not redeem or repurchase any unsecured notes during the ~~six~~nine months ended ~~June~~September 30, 2019.

Liquidity and Capital Resources

Sources of Liquidity

We expect to meet our short-term liquidity requirements over the next 12 months, which include payments of dividends and distributions, completion of development projects that are currently under construction and capital expenditures needed to maintain our current real estate assets, through working capital, net cash provided by operating activities and short term borrowings on the Partnership's unsecured line of credit. We had ~~$29.9~~$6.7 million of cash on hand and no$47.0 million outstanding borrowings on the Partnership's $1.20 billion unsecured line of credit at ~~June~~September 30, 2020.

In addition to our existing sources of liquidity, we expect to meet long-term liquidity requirements, such as scheduled mortgage and unsecured debt maturities, financing of development activities, ~~(and, to a lesser extent, acquisitions)~~acquisitions and other capital improvements, through multiple sources of capital including operating cash flow, proceeds from property dispositions and accessing the public debt and equity markets.

Rental Operations

Cash flows from Rental Operations is our primary source of liquidity and provides a stable source of cash flow to fund operational expenses. We believe that this cash-based revenue stream is substantially aligned with revenue recognition (except for items such as periodic straight-line rental income accruals and amortization of above or below market rents) as cash receipts from the leasing of rental properties are generally received in advance of, or a short time following, the actual revenue recognition.

We are subject to a number of risks, which have intensified as the result of the COVID-19 outbreak, related to general economic conditions, including reduced occupancy, tenant defaults and bankruptcies and potential reduction in rental rates upon renewal or re-letting of properties, any of which would result in reduced cash flow from operations.

Debt and Equity Securities

We use the Partnership's unsecured line of credit (which is guaranteed by the General Partner) as a temporary source of capital to fund development activities, acquire additional rental properties and provide working capital.

Also in February 2020, we issued $325.0 million of senior unsecured notes, which bear interest at a stated interest rate of 3.05%, have an effective interest rate of 3.19%, and mature on March 1, 2050, for cash proceeds of $316.4 million.

In June 2020, we issued $350.0 million of senior unsecured notes, which bear interest at a stated interest rate of 1.75%, have an effective interest rate of 1.85%, and mature on July 1, 2030, for cash proceeds of $346.8 million.

The Partnership has issued debt securities pursuant to certain indentures and related supplemental indentures, which also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants, as well as applicable covenants under our unsecured line of credit, at ~~June~~September 30, 2020.

The Partnership's unsecured line of credit has an interest rate that is indexed to LIBOR. In 2017, the Alternative Reference Rates Committee ("ARRC") proposed that the Secured Overnight Funding Rate ("SOFR") replace LIBOR. ARRC also proposed that the transition to SOFR from LIBOR take place by the end of 2021. As the Partnership's unsecured line of credit agreement has provisions that allow for automatic transition to a new rate, the Partnership has no other material debt arrangements that are indexed to LIBOR, and has settled all of our outstanding interest rate swaps in November 2019, we believe that the transition will not have a material impact on our consolidated financial statements.

At ~~June~~September 30, 2020, we had on file with the SEC an automatic shelf registration statement on Form S-3 relating to the offer and sale, from time to time, of an indeterminate amount of debt and equity securities (including guarantees of the Partnership's debt securities by the General Partner). Equity securities are offered and sold by the General Partner, and the net proceeds of such offerings are contributed to the Partnership in exchange for additional General Partner Units or Preferred Units. From time to time, we expect to issue additional securities under this automatic shelf registration statement to fund the repayment of long-term debt upon maturity and for other general corporate purposes.

The General Partner has an ATM equity program that allows it to issue new common shares at $0.01 par value per share, from time to time, with an aggregate offering price of up to $400.0 million. During the three months ended ~~June~~September 30, 2020, the General Partner issued ~~2.0~~1.0 million common shares under its ATM equity program, resulting in net proceeds of ~~$70.6~~$38.5 million after paying total compensation of ~~$714,000~~$390,000 to the applicable sales agents. ~~Including 8,700 shares issued during the three months ended March 31, 2020, the~~The General Partner issued a total of ~~2.0~~3.0 million common shares under its ATM equity program for the ~~six~~nine months ended ~~June~~September 30, 2020, resulting in net proceeds of ~~$70.9~~$109.4 million after paying total compensation of ~~$717,000~~$1.1 million to the applicable sales agents. Other fees related to these issuances, totaling ~~$204,000,~~$334,000, were also paid during the ~~six~~nine months ended ~~June~~September 30, 2020. As of ~~June~~September 30, 2020, the ATM equity program still had ~~$118.9~~$80.0 million worth of new common shares available to issue.

Sale of Real Estate Assets

We regularly work to identify, consider and pursue opportunities to dispose of non-strategic properties on an opportunistic basis and on a basis that is generally consistent with our strategic plans. Our ability to dispose of such properties on favorable terms, or at all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable. Although we believe that we have demonstrated our ability to generate significant liquidity through the disposition of non-strategic properties, potential future adverse changes to general market and economic conditions, including the uncertain economic outlook caused by the COVID-19 pandemic, could negatively impact our further ability to dispose of such properties.

Sales of land and properties provided ~~$34.5~~$55.7 million and ~~$97.5~~$379.8 million in net proceeds during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

Transactions with Unconsolidated Joint Ventures

Transactions with unconsolidated joint ventures also provide a source of liquidity. From time to time we will sell properties to unconsolidated joint ventures, while retaining a continuing interest in that entity, and receive proceeds commensurate to those interests that we do not own. Additionally, unconsolidated joint ventures will from time to time obtain debt financing or sell properties and will then distribute to us, and our joint venture partners, all or a portion of the proceeds from such transactions.

Uses of Liquidity

Our principal uses of liquidity include the following:

•property investment;

•leasing/capital costs;

•dividends and distributions to shareholders and unitholders;

•long-term debt maturities;

•opportunistic repurchases of outstanding debt; and

•other contractual obligations.

Property Investment

Our overall strategy is to continue to increase our investment in quality industrial properties, primarily through development, on both a speculative and build-to-suit basis, supplemented with acquisitions in higher barrier markets with the highest growth potential. Pursuant to this strategy, we evaluate development and acquisition opportunities based upon our market outlook, including general economic conditions, supply and long-term growth potential. Our ability to make future property investments is dependent upon identifying suitable acquisition and development opportunities, and our continued access to our longer-term sources of liquidity, including issuances of debt or equity securities as well as generating cash flow by disposing of selected properties.

Leasing/Capital Costs

Tenant improvements and lease-related costs pertaining to our initial leasing of newly completed space, or vacant space in acquired properties, are referred to as first generation expenditures. Such first generation expenditures for tenant improvements are included within "development of real estate investments" in our Consolidated Statements of Cash Flows, while such expenditures for capitalizable lease-related costs are included within "other deferred leasing costs."

Cash expenditures related to the construction of a building's shell, as well as the associated site improvements, are also included within "development of real estate investments" in our Consolidated Statements of Cash Flows.

Tenant improvements and leasing costs to renew or re-let rental space that we previously leased to tenants for second generation leases are referred to as second generation expenditures. Building improvements that are not specific to any tenant but serve to improve integral components of our real estate properties are also second generation expenditures. One of the principal uses of our liquidity is to fund the second generation leasing/capital expenditures of our real estate investments.

The following table summarizes our second generation capital expenditures by type of expenditure, as well as capital expenditures for the development of real estate investments and for other deferred leasing costs (in thousands):


		Six Months Ended June 30,							Nine Months Ended September 30,
		2020		2019			2020		2019
Second generation tenant improvements	Second generation tenant improvements	$	7,975	$	6,999	Second generation tenant improvements	$	11,635	$	9,837
Second generation leasing costs	Second generation leasing costs	7,297		11,511		Second generation leasing costs	14,334		15,478
Building improvements	Building improvements	1,790		1,953		Building improvements	1,764		6,329
Total second generation capital expenditures	Total second generation capital expenditures	$	17,062	$	20,463	Total second generation capital expenditures	$	27,733	$	31,644
Development of real estate investments	Development of real estate investments	$	333,212	$	205,315	Development of real estate investments	$	469,001	$	325,825
Other deferred leasing costs	Other deferred leasing costs	$	17,306	$	11,152	Other deferred leasing costs	$	29,867	$	28,551

The capital expenditures in the table above include the capitalization of internal overhead costs. We capitalized ~~$2.3~~$3.9 million and ~~$3.3~~$4.1 million of overhead costs that are incremental to executing leases, including both first and second generation leases, during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. We capitalized ~~$18.2~~$23.8 million and ~~$11.0~~$16.8 million of overhead costs related to development activities, including both development and tenant improvement projects on first and second generation space, during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. Combined overhead costs capitalized to leasing and development totaled ~~28.5%~~27.4% and ~~11.9%~~20.6% of our overall pool of overhead costs for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

Further discussion of the capitalization of overhead costs can be found herein, in the quarter-to-quarter and year-to-year comparisons of general and administrative expenses of this Item 2 as well as in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2019 Annual Report.

In addition to the capitalization of overhead costs, the totals for development of real estate assets in the table above include the capitalization of ~~$13.7~~$19.4 million and ~~$12.9~~$19.1 million of interest costs during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

Both our first and second generation expenditures vary significantly between leases on a per square foot basis, dependent upon several factors including the product type, the nature of a tenant's operations, the specific physical characteristics of each individual property and the market in which the property is located.

Dividend and Distribution Requirements

The General Partner is required to meet the distribution requirements of the Code in order to maintain its REIT status. We paid regular dividends or distributions of $0.235 per common share or Common Unit in the first, second and ~~second~~third quarters of 2020, and the General Partner's board of directors declared dividends or distributions of ~~$0.235~~$0.255 per common share or Common Unit ~~for~~to be paid in the ~~third~~fourth quarter of 2020.

We expect to continue to distribute at least an amount equal to our taxable earnings, to meet the requirements to maintain the General Partner's REIT status, and additional amounts as determined by the General Partner's board of directors. Distributions are declared at the discretion of the General Partner's board of directors and are subject to actual cash available for distribution, our financial condition, capital requirements and such other factors as the General Partner's board of directors deems relevant.

Debt Maturities

Debt outstanding at ~~June~~September 30, 2020 had a face value totaling ~~$3.11~~$3.18 billion with a weighted average interest rate of ~~3.38%~~3.35% and maturities at various dates through 2050. Of this total amount, we had $3.06 billion of unsecured debt, ~~$50.6~~$70.8 million of secured debt and no$47.0 million of outstanding borrowings on our unsecured line of credit at ~~June~~September 30, 2020. Scheduled principal amortization, maturities and early repayments of such debt totaled ~~$518.2~~$519.5 million for the ~~six~~nine months ended ~~June~~September 30, 2020.

The following table is a summary of the scheduled future amortization and maturities of our indebtedness at ~~June~~September 30, 2020 (in thousands, except percentage data):


		Future Repayments													Future Repayments
Year	Year	Scheduled Amortization		Maturities		Total		Weighted Average Interest Rate of Future Repayments		Year	Scheduled Amortization		Maturities		Total		Weighted Average Interest Rate of Future Repayments
Remainder of 2020	Remainder of 2020	$	2,404	$	—	$	2,404	4.94	%	Remainder of 2020	$	1,126	$	—	$	1,126	5.56	%
2021	2021	4,003		9,047		13,050		5.49	%	2021	4,413		9,047		13,460		5.46	%
2022	2022	4,217		83,740		87,957		3.99	%	2022	4,646		83,740		88,386		3.99	%
2023	2023	4,444		250,000		254,444		3.75	%	2023	4,894		297,000		301,894		3.33	%
2024	2024	4,685		300,000		304,685		3.92	%	2024	5,155		300,000		305,155		3.92	%
2025	2025	4,610		—		4,610		5.15	%	2025	5,102		—		5,102		5.09	%
2026	2026	2,724		375,000		377,724		3.37	%	2026	3,238		375,000		378,238		3.38	%
2027	2027	1,077		475,000		476,077		3.18	%	2027	1,615		475,000		476,615		3.18	%
2028	2028	744		500,000		500,744		4.45	%	2028	1,307		500,000		501,307		4.45	%
2029	2029	770		400,000		400,770		2.88	%	2029	1,359		400,000		401,359		2.88	%
2030	2030	797		350,000		350,797		1.86	%	2030	1,413		350,000		351,413		1.86	%
Thereafter	Thereafter	3,705		332,402		336,107		3.20	%	Thereafter	4,729		347,734		352,463		3.26	%
		$	34,180	$	3,075,189	$	3,109,369	3.38	%		$	38,997	$	3,137,521	$	3,176,518	3.35	%

The Partnership’s unsecured line of credit is reflected in the table above as maturing in January 2023, based on the ability to exercise the two six-month extension options from its stated maturity date of January 2022 (see Note 7). We anticipate generating capital to fund our debt maturities by using undistributed cash generated from our Rental Operations and property dispositions and by raising additional capital from future debt or equity transactions.

Repayments of Outstanding Debt

To the extent that it supports our overall capital strategy, we may purchase or redeem some of our outstanding unsecured notes prior to their stated maturities.

In March 2020, we redeemed $300.0 million of unsecured notes that were scheduled to mature in June 2022.

In June 2020, we repurchased and canceled $216.3 million of unsecured notes that were scheduled to mature in October 2022 pursuant to a tender offer completed by the Partnership.

Contractual Obligations

Aside from repayments of long-term debt and the issuances of senior unsecured notes described above, ~~there~~we have entered into a new ground lease agreement (see Note 2). There have been no other material changes in our outstanding commitments since December 31, 2019, as previously discussed in our 2019 Annual Report.

Historical Cash Flows

Cash, cash equivalents and restricted cash were ~~$58.6~~$13.4 million and ~~$17.0~~$250.5 million at ~~June~~September 30, 2020 and 2019, respectively. The following table highlights significant changes in net cash associated with our operating, investing and financing activities (in millions):


		Six Months Ended June 30,							Nine Months Ended September 30,
		2020		2019			2020		2019
General Partner	General Partner					General Partner
Net cash provided by operating activities	Net cash provided by operating activities	$	261.2	$	257.8	Net cash provided by operating activities	$	438.9	$	404.1
Net cash used for investing activities	Net cash used for investing activities	$	(334.0)	$	(331.7)	Net cash used for investing activities	$	(557.5)	$	(243.8)
Net cash provided by financing activities	Net cash provided by financing activities	$	10.0	$	65.4	Net cash provided by financing activities	$	10.5	$	64.8

Partnership	Partnership					Partnership
Net cash provided by operating activities	Net cash provided by operating activities	$	261.2	$	257.8	Net cash provided by operating activities	$	438.9	$	404.1
Net cash used for investing activities	Net cash used for investing activities	$	(334.0)	$	(331.7)	Net cash used for investing activities	$	(557.5)	$	(243.8)
Net cash provided by financing activities	Net cash provided by financing activities	$	10.0	$	65.4	Net cash provided by financing activities	$	10.5	$	64.8

Operating Activities

Cash flows from operating activities provide the cash necessary to meet our operational requirements and the receipt of rental income from Rental Operations continues to be our primary source of operating cash flows. The increase in net cash provided by operating activities was driven by increasing our asset base through development, financed through equity or low cost debt issuances, and increasing occupancy and rental rates within our existing portfolio.

Investing Activities

Highlights of significant cash sources and uses are as follows:

•During the ~~six~~nine months ended ~~June~~September 30, 2020, we ~~did not acquire any buildings. We~~ paid cash of ~~$108.2~~$85.5 million and $96.4 million, respectively, for ~~building acquisitions during the six months ended June 30, 2019. We paid cash of $95.9 million for~~real estate and undeveloped land acquisitions, ~~during the six months ended June 30, 2020,~~ compared to ~~$200.9~~$146.6 million and $223.5 million, respectively, for real estate and undeveloped land acquisitions ~~during~~in the same period in 2019.

•Real estate development costs were ~~$333.2~~$469.0 million during the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$205.3~~$325.8 million during the same period in 2019.

•Sales of land and properties provided ~~$34.5~~$55.7 million in net proceeds during the ~~six~~nine months ended ~~June~~September 30, 2020, compared to ~~$97.5~~$379.8 million during the same period in 2019.

•During the ~~six~~nine months ended ~~June~~September 30, 2020, we received repayments of $110.0 million on our notes receivable related to the disposition of our medical office portfolio in 2017, compared to ~~$130.0~~$145.0 million of repayments of notes receivable from property sales during the same period in 2019.

•Second generation tenant improvements, leasing costs and building improvements totaled ~~$17.1~~$27.7 million during the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$20.5~~$31.6 million during the same period in 2019.

•For the ~~six~~nine months ended ~~June~~September 30, 2020, we made capital contributions of ~~$4.8~~$6.2 million to unconsolidated joint ventures, compared to $6.0 million during the same period in 2019.

Financing Activities

The following items highlight significant capital transactions:

•During the ~~six~~nine months ended ~~June~~September 30, 2020, the General Partner issued ~~2.0~~3.0 million common shares pursuant to its ATM equity program for net proceeds of ~~$70.7~~$109.1 million, compared to ~~1.1~~6.6 million common shares for net proceeds of ~~$35.7~~$215.6 million during the same period in 2019.

•During the ~~six~~nine months ended ~~June~~September 30, 2020, the Partnership issued $325.0 million of senior unsecured notes, which bear interest at a stated interest rate of 3.05%, have an effective interest rate of 3.19% and mature on March 1, 2050, for cash proceeds of $316.4 million. The Partnership also issued $350.0 million of senior unsecured notes, which bear interest at a stated interest rate of 1.75%, have an effective interest rate of 1.85% and mature on July 1, 2030, for cash proceeds of $346.8 million. We ~~did not issue any~~issued $175.0 million of senior unsecured notes during the ~~same period in~~nine months ended September 30, 2019.

•During the ~~six~~nine months ended ~~June~~September 30, 2020, the Partnership paid total cash of $547.0 million for the early redemption of $300.0 million of senior unsecured notes that were scheduled to mature in June 2022 and the early repurchase and cancellation of $216.3 million of senior unsecured notes due in October 2022. We did not repurchase or redeem any senior unsecured notes during the ~~six~~nine months ended ~~June~~September 30, 2019.

•During the ~~six~~nine months ended ~~June~~September 30, 2020, a consolidated joint venture of the Partnership obtained a secured loan from a third party financial institution for gross proceeds of $18.4 million. We did not obtain any secured loans during the same period in 2019.

•During the ~~six~~nine months ended ~~June~~September 30, 2019, the Partnership repaid three secured loans for $41.7 million. We did not repay any secured loans during the ~~six~~nine months ended ~~June~~September 30, 2020.

•WeFor nine months ended September 30, 2020, we increased net borrowings on the Partnership's unsecured line of credit by ~~$222.0~~$47.0 million, ~~during the six months ended June 30, 2019. For the six months ended June 30, 2020, we did not have any~~compared to a $30.0 million decrease in net borrowings onfor the ~~unsecured line of credit.~~same period in 2019.

•We paid regular cash dividends totaling ~~$173.1~~$260.4 million and ~~$154.6~~$232.3 million during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

•Changes in book cash overdrafts are classified as financing activities within our Consolidated Statements of Cash Flows. Book cash overdrafts were ~~$30.2 million~~$856,000 at ~~June 30, 2019. We did not have any book cash overdrafts at June~~September 30, 2020. There were no book overdrafts at September 30, 2019.

•We paid off a special assessment bond for $9.9 million which was reflected within Other Financing Activities on our Consolidated Statements of Cash Flows during ~~six~~nine months ended ~~June~~September 30, 2019. We did not make similar significant repayments during the ~~six~~nine months ended ~~June~~September 30, 2020.

Off Balance Sheet Arrangements - Investments in Unconsolidated Joint Ventures

We analyze our investments in unconsolidated joint ventures to determine if they meet the criteria for classification as a VIE and would require consolidation. We (i) evaluate the sufficiency of the total equity at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether there are limited partners (or similar owning entities) that lack substantive participating or kick out rights and (iii) establish whether or not activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination. To the extent that we (i) are the sole entity that has the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary of the VIE and would consolidate it. At the end of each reporting period,

we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary. To the extent that our joint ventures do not qualify as VIEs, we further assess each joint venture partner's substantive participating rights to determine if the venture should be consolidated. There were no unconsolidated joint ventures that met the criteria to be a VIE at ~~June~~September 30, 2020.

We have equity interests in unconsolidated partnerships and limited liability companies that primarily own and operate rental properties and hold land for development. These unconsolidated joint ventures are primarily engaged in the operation and development of industrial real estate properties. These investments provide us with increased market share and tenant and property diversification. The equity method of accounting is used for these investments in which we have the ability to exercise significant influence, but not control, over operating and financial policies. As a result, the assets and liabilities of these entities are not included on our balance sheet. Our investments in and advances to unconsolidated joint ventures represented approximately 2% of our total assets at ~~June~~September 30, 2020 and December 31, 2019. Total assets of our unconsolidated joint ventures were ~~$421.6~~$431.7 million and $419.1 million at ~~June~~September 30, 2020 and December 31, 2019, respectively. The combined revenues of our unconsolidated joint ventures totaled ~~$13.7~~$42.9 million and ~~$30.0~~$45.8 million for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

We have guaranteed the repayment of certain secured and unsecured loans of our unconsolidated joint ventures. The outstanding balances on the guaranteed portion of these loans totaled ~~$59.9~~$66.5 million and ~~$150.8~~$160.1 million at ~~June~~September 30, 2020 and 2019, respectively.

4546

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate changes primarily as a result of our line of credit and our long-term borrowings. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we borrow primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, from time to time, in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes.

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts (in thousands) of the expected annual maturities, weighted average interest rates for the average debt outstanding in the specified period and fair values (in thousands).


		Remainder of 2020			2021			2022			2023			2024			Thereafter			Face Value			Fair Value			Remainder of 2020			2021			2022			2023			2024			Thereafter			Face Value			Fair Value
Long-Term Debt:	Long-Term Debt:																								Long-Term Debt:
Fixed rate secured debt	Fixed rate secured debt	$	2,104		$	12,750		$	3,917		$	4,144		$	4,385		$	21,429		$	48,729		$	41,591	Fixed rate secured debt	$	1,126		$	13,160		$	4,346		$	4,594		$	4,855		$	41,097		$	69,178		$	77,195
Weighted average interest rate	Weighted average interest rate	5.63		%	5.62		%	5.65		%	5.66		%	5.67		%	4.15		%	4.98		%			Weighted average interest rate	5.56		%	5.58		%	5.54		%	5.55		%	5.56		%	4.33		%	4.83		%
Variable rate secured debt	Variable rate secured debt	$	300		$	300		$	300		$	300		$	300		$	400		$	1,900		$	1,900	Variable rate secured debt	$	—		$	300		$	300		$	300		$	300		$	400		$	1,600		$	1,600
Weighted average interest rate	Weighted average interest rate	0.14		%	0.14		%	0.14		%	0.14		%	0.14		%	0.14		%	0.14		%			Weighted average interest rate	N/A			0.12		%	0.12		%	0.12		%	0.12		%	0.12		%	0.12		%
Fixed rate unsecured debt	Fixed rate unsecured debt	$	—		$	—		$	83,740		$	250,000		$	300,000		$	2,425,000		$	3,058,740		$	3,347,567	Fixed rate unsecured debt	$	—		$	—		$	83,740		$	250,000		$	300,000		$	2,425,000		$	3,058,740		$	3,363,172
Weighted average interest rate	Weighted average interest rate	N/A			N/A			3.93		%	3.72		%	3.90		%	3.23		%	3.35		%			Weighted average interest rate	N/A			N/A			3.93		%	3.72		%	3.90		%	3.23		%	3.35		%
Variable rate unsecured line of credit																									Variable rate unsecured line of credit	$	—		$	—		$	—		$	47,000		$	—		$	—		$	47,000		$	47,000
Rate at September 30, 2020																									Rate at September 30, 2020	N/A			N/A			N/A			1.04%			N/A			N/A			1.04		%

The Partnership’s unsecured line of credit is reflected in the table above as maturing in January 2023, based on the ability to exercise the two six-month extension options from its stated maturity date of January 2022 (see Note 7). As the above table incorporates only those exposures that existed at ~~June~~September 30, 2020, it does not consider those exposures or positions that could arise after that date. As a result, the ultimate impact of interest rate fluctuations will depend on future exposures that arise, our hedging strategies at that time, to the extent we are party to interest rate derivatives, and interest rates. Interest expense on our unsecured line of credit ~~to the extent we have outstanding borrowings,~~ will be affected by fluctuations in the LIBOR indices or applicable replacement rates as well as changes in our credit rating. The interest rate at such point in the future as we may renew, extend or replace our unsecured line of credit will be heavily dependent upon the state of the credit environment.

Item 4. Controls and Procedures

Controls and Procedures (General Partner)

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures are further designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.

4647

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon the foregoing, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Controls and Procedures (Partnership)

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures are further designed to ensure that such information is accumulated and communicated to management, including the General Partner's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of management, including the General Partner's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon the foregoing, the General Partner's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

4748

Part II - Other Information

Item 1. Legal Proceedings

From time to time, we are parties to a variety of legal proceedings and claims arising in the ordinary course of our businesses. While these matters generally are covered by insurance, there is no assurance that our insurance will cover any particular proceeding or claim. We are not subject to any material pending legal proceedings other than routine litigation arising in the ordinary course of business. We presently believe that all of the proceedings to which we were subject as of ~~June~~September 30, 2020, taken as a whole, will not have a material adverse effect on our liquidity, business, financial condition or results of operations.

Item 1A. Risk Factors

In addition to the information set forth in this Report, you also should carefully review and consider the information contained in our other reports and periodic filings that we make with the SEC, including, without limitation, the information contained under the caption "Item 1A. Risk Factors" in our 2019 Annual Report. The risks and uncertainties described in our 2019 Annual Report are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we presently deem to be immaterial, also may materially adversely affect our business, financial condition and results of operations. Significant additional risk factors that we face since our 2019 Annual Report are described below:

The full effects of the COVID-19 pandemic are highly uncertain and cannot be predicted.

An outbreak of COVID-19, a respiratory disease caused by a novel corona virus, has spread internationally, including in the United States where we operate. In March 2020, the World Health Organization declared the outbreak to be a pandemic, and the President of the United States declared it a national emergency. Globally, population movement and trade have been restricted to varying degrees. Within the United States, various state and local governmental authorities ~~have~~ issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of ~~COVID-19. Many~~COVID-19 near the time of its onset. Since then, many of these measures have been scaled back using various phased re-opening plans but, due to surges in infections in several major geographic areas, some of these re-opening plans have been halted or have not proceeded according to their original schedules. ~~We do~~As the country continues to re-open, different segments of the economy have recovered to varying degrees and it is still not ~~yet know~~possible to estimate the duration of the pandemic or all of its future ~~effects, but it has already had negative effects on global health~~effects. The general economy, and the ~~world economy.~~economic conditions for our industry, could stall or reverse previous recoveries until a vaccine or cure is discovered or until other public health measures reduce the prevalence of COVID-19 in the United States.

The economic consequences of the COVID-19 pandemic have affected substantially all of our tenant base in various ways and with varying magnitudes. We have executed rent deferral agreements with certain of our tenants to assist them in maintaining viable operations through the pandemic. The total amount of rental payments deferred pursuant to these arrangements is slightly less than 1.0% of annualized gross rental revenues. The substantial majority of these deferral agreements have repayment terms of one year or less, which results in many of the deferred amounts having revised payment dates in ~~the second half of 2020.~~late 2020 and into 2021. Some of the tenants with whom we have entered into deferral arrangements may have received government assistance. We cannot predict the continued viability of the tenants with whom we've executed these agreements. There is a risk that they will default and the amounts deferred, along with future amounts due under the leases, will not ultimately be collectible.

As the result of current uncertain economic conditions, even tenants that are now in sound financial condition may be adversely affected over the longer term if the economic recession caused by the pandemic extends for a long period of time. These possible events could in turn disrupt, or further disrupt, our tenants' businesses and their ability to satisfy rental payments. Such a prolonged recession could also adversely impact our ability to lease vacant space.

~~We have not~~As the result of leasing up a portion of our speculative properties under construction, we resumed speculative development activity and started ~~any~~two new speculative ~~development~~ projects ~~since~~during the ~~beginning~~third quarter of ~~the pandemic. Our~~2020. However, our ability to lease up these properties and to pursue ~~further~~more development opportunities will depend on future events,

including the duration and severity of the pandemic, the ~~length of time it takes~~potential for ~~normal economic and operating conditions to resume,~~additional travel restrictions or shelter in place orders, additional governmental actions that may be taken ~~and/or extensions of time for restrictions that have been imposed to date,~~ and numerous other uncertainties which we cannot predict at this time.

A prolonged COVID-19 outbreak could negatively impact our operations and financial condition.

Should the major public health issues caused by the COVID-19 outbreak persist for an extended period of time, we could be adversely affected by actions limiting trade and population movement, the movement of goods through the supply chain, and other impacts to business and consumer demand that may diminish the demand and rents for our properties. To date, only an insignificant portion of our tenant base has declared bankruptcy as the result of the COVID-19 pandemic. In the event of the default or insolvency of a significant number of our tenants, we may experience a substantial loss of rental revenue and/or delays in collecting rent and incur substantial costs in enforcing our rights as landlord. If a tenant files for bankruptcy protection, a court could allow the tenant to reject and terminate its lease with us.

As a result, our financial condition, results of operations and distributable cash flow would be adversely affected if a significant number of our tenants became unable to meet their obligations to us, became insolvent or declared bankruptcy, and if we are unable to promptly renew the leases or relet the space, or if the rental rates upon such renewal or reletting are significantly lower than current rates.

Our stock price could be negatively impacted by COVID-19.

The COVID-19 outbreak has resulted in significant market volatility, including large swings in global stock prices that have adversely affected trade and global and local economies. These conditions may worsen in future periods and negatively impact our share price.

COVID-19 could adversely affect our ability to finance our operations.

The outbreak has also adversely impacted financial institutions which could, in future periods, negatively impact their willingness to extend credit or result in adverse changes to the terms at which credit is extended. The United States Federal Government has taken certain measures to support continued liquidity and availability of capital, but there is no guarantee that these measures will continue to be successful. These potential risks could negatively impact our future ability to access capital, which would negatively impact our liquidity and our ability to execute our strategic plans.

The ability of our employees to work may be adversely impacted by COVID-19.

Our workforce, including key employees, could be adversely impacted by the outbreak in future periods. Currently, some of our employees are working remotely and some are working on-site. The impacts of the outbreak could, among other things, negatively affect (i) the operation of our properties, (ii) the timeliness of our strategic decision making, (iii) the operation of an effective cyber security function, (iv) the operation of our key information systems, (v) our ability to make timely filings with the SEC and (vi) our ability to maintain an effective control environment.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Equity Securities

None

(b) Use of Proceeds

None

From time to time, we repurchase our securities under a repurchase program that initially was approved by the General Partner's board of directors and publicly announced in October 2001 (the "Repurchase Program").

On January 29, 2020, the General Partner's board of directors adopted a resolution that amended and restated the Repurchase Program and delegated authority to management to repurchase a maximum of $300.0 million of the

General Partner's common shares, $750.0 million of the Partnership's debt securities and $500.0 million of the General Partner's preferred shares, subject to the prior notification of the Chairman of the finance committee of the board of directors of planned repurchases within these limits. We did not repurchase any equity securities through the Repurchase Program during the three months ended ~~June~~September 30, 2020.

Item 3. Defaults upon Senior Securities

During the period covered by this Report, we did not default under the terms of any of our material indebtedness.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the period covered by this Report, there was no information required to be disclosed by us in a Current Report on Form 8-K that was not so reported, nor were there any material changes to the procedures by which our security holders may recommend nominees to the General Partner's board of directors.

Item 6. Exhibits

(a) Exhibits

5051


3.1	Sixth Amended and Restated Articles of Incorporation of the General Partner (filed as Exhibit 3.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on January 5, 2015, and incorporated herein by this reference).

3.2	Fifth Amended and Restated Bylaws of the General Partner (filed as Exhibit 3.1 to the General Partner's Current Report on Form 8-K as filed with the SEC on October 26, 2017, and incorporated herein by this reference).

3.3	Certificate of Limited Partnership of the Partnership, dated September 17, 1993 (filed as Exhibit 3.1(i) to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the SEC on March 13, 2007, and incorporated herein by this reference) (File No. 000-20625).

3.4 (i)	Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on May 5, 2014, and incorporated herein by this reference).

3.4 (ii)	First Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on August 6, 2014, and incorporated herein by this reference).

3.4 (iii)	Second Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on December 16, 2014, and incorporated herein by this reference).

3.4 (iv)	Third Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on January 5, 2015, and incorporated herein by this reference).

3.4 (v)	Fourth Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on January 29, 2015, and incorporated herein by this reference).

3.4 (vi)	Fifth Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on October 25, 2018, and incorporated herein by this reference).

~~4.1~~		Eighteenth Supplemental Indenture, dated as of June 29, 2020, by and between the Operating Partnership and the Bank of New York Mellon Trust Company, N.A. (as successor to J.P.Morgan Trust Company, National Association), as trustee, including the form of global note evidencing the 1.750% Senior Notes Due 2030 (filed as Exhibit 4.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on June 29, 2020, and incorporated herein by this reference).











31.1	Rule 13a-14(a) Certification of the Chief Executive Officer of General Partner.*

31.2	Rule 13a-14(a) Certification of the Chief Financial Officer of the General Partner.*

31.3	Rule 13a-14(a) Certification of the Chief Executive Officer for the Partnership.*

31.4	Rule 13a-14(a) Certification of the Chief Financial Officer for the Partnership.*

32.1	Section 1350 Certification of the Chief Executive Officer of the General Partner.**

32.2	Section 1350 Certification of the Chief Financial Officer of the General Partner.**

32.3	Section 1350 Certification of the Chief Executive Officer for the Partnership.**

32.4	Section 1350 Certification of the Chief Financial Officer for the Partnership.**

101.Def	Definition Linkbase Document

101.Pre	Presentation Linkbase Document

101.Lab	Labels Linkbase Document

101.Cal	Calculation Linkbase Document

101.Sch	Schema Document

101.Ins	Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)




*			Filed herewith.


**			The certifications attached as Exhibits 32.1, 32.2, 32.3 and 32.4 accompany this Quarterly Report on Form 10-Q and are "furnished" to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by the General Partner or the Partnership, respectively, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



						DUKE REALTY CORPORATION

						/s/ James B. Connor
						James B. Connor
						Chairman and Chief Executive Officer

						/s/ Mark A. Denien
						Mark A. Denien
						Executive Vice President and Chief Financial Officer



		DUKE REALTY LIMITED PARTNERSHIP
		By: DUKE REALTY CORPORATION, its general partner

		/s/ James B. Connor
		James B. Connor
		Chairman and Chief Executive Officer of the General Partner

		/s/ Mark A. Denien
		Mark A. Denien
		Executive Vice President and Chief Financial Officer of the General Partner


Date:	~~July 31,~~October 29, 2020


	Held-for-Sale at June 30, 2020	Sold Year-to-Date in 2020	Sold in 2019	Total






Properties sold or classified as held-for-sale	—	1	28	29